<PAGE>

                                                                  EXHIBIT 2(b).2



                     MAXCOM TELECOMUNICACIONES, S.A. DE C.V.

                                     Issuer

                 CORPORATIVO EN TELECOMUNICACIONES, S.A. DE C.V.

                 MAXCOM SERVICIOS ADMINISTRATIVOS, S.A. DE C.V.

                                   Guarantors

                              SENIOR NOTES DUE 2007

                               -------------------


                                    INDENTURE

                           Dated as of April 29, 2002


                               -------------------


                              THE BANK OF NEW YORK


                                     Trustee


                                      E-54
<PAGE>
                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                     Indenture Section
<S>                                                                             <C>
310(a)(1)...................................................................          7.10
      (a)(2)................................................................          7.10
      (a)(3)................................................................          N.A.
      (a)(4)................................................................          N.A.
      (a)(5)................................................................          7.10
      (b)...................................................................          7.10
      (c)...................................................................          N.A.
311(a)......................................................................          7.11
      (b)...................................................................          7.11
      (c)...................................................................          N.A.
312(a)......................................................................          2.05
      (b)...................................................................         12.03
      (c)...................................................................         12.03
313(a)......................................................................          7.06
      (b)(1)................................................................          N.A.
      (b)(2)................................................................          7.07
      (c)...................................................................       7.06;12.02
      (d)...................................................................          7.06
314(a)......................................................................       4.03;12.02
      (b)...................................................................          N.A.
      (c)(1)................................................................         12.04
      (c)(2)................................................................         12.04
      (c)(3)................................................................          N.A.
      (d)...................................................................          N.A.
      (e)...................................................................         12.05
      (f)...................................................................          N.A.
315(a)......................................................................          7.01
      (b)...................................................................       7.05,12.02
      (c)...................................................................          7.01
      (d)...................................................................          7.01
      (e)...................................................................          6.11
316(a)(last sentence).......................................................          2.09
      (a)(1)(A).............................................................          6.05
      (a)(1)(B).............................................................          6.04
      (a)(2)................................................................          N.A.
      (b)...................................................................          6.07
      (c)...................................................................          2.12
317(a)(1)...................................................................          6.08
      (a)(2)................................................................          6.09
      (b)...................................................................          2.04
</TABLE>



                                      E-55
<PAGE>
<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                     Indenture Section
<S>                                                                             <C>
318(a)......................................................................         12.01
      (b)...................................................................          N.A.
      (c)...................................................................         12.01
</TABLE>


N.A. means not applicable.
* This Cross-Reference Table is not part of the Indenture.



                                      E-56
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                          <C>
                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.01 DEFINITIONS..........................................................................      E-61
     SECTION 1.02 OTHER DEFINITIONS....................................................................      E-85
     SECTION 1.03 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT....................................      E-86
     SECTION 1.04 RULES OF CONSTRUCTION................................................................      E-86

                                    ARTICLE 2
                                    THE NOTES

     SECTION 2.01 FORM AND DATING......................................................................      E-87
     SECTION 2.02 EXECUTION AND AUTHENTICATION.........................................................      E-87
     SECTION 2.03 REGISTRAR AND PAYING AGENT...........................................................      E-88
     SECTION 2.04 PAYING AGENT TO HOLD MONEY IN TRUST..................................................      E-88
     SECTION 2.05 HOLDER LISTS.........................................................................      E-88
     SECTION 2.06 TRANSFER AND EXCHANGE................................................................      E-89
     SECTION 2.07 REPLACEMENT NOTES....................................................................      E-92
     SECTION 2.08 OUTSTANDING NOTES....................................................................      E-93
     SECTION 2.09 TREASURY NOTES.......................................................................      E-93
     SECTION 2.10 TEMPORARY NOTES......................................................................      E-93
     SECTION 2.11 CANCELLATION.........................................................................      E-94
     SECTION 2.12 DEFAULTED INTEREST...................................................................      E-94

                                    ARTICLE 3
                            REDEMPTION AND PREPAYMENT

     SECTION 3.01 NOTICES TO TRUSTEE...................................................................      E-94
     SECTION 3.02 SELECTION OF NOTES TO BE REDEEMED....................................................      E-94
     SECTION 3.03 NOTICE OF REDEMPTION.................................................................      E-95
     SECTION 3.04 EFFECT OF NOTICE OF REDEMPTION.......................................................      E-96
     SECTION 3.05 DEPOSIT OF REDEMPTION PRICE..........................................................      E-96
     SECTION 3.06 NOTES REDEEMED IN PART...............................................................      E-96
     SECTION 3.07 OPTIONAL REDEMPTION..................................................................      E-96
     SECTION 3.08 MANDATORY REDEMPTION; OPEN MARKET PURCHASES..........................................      E-97
     SECTION 3.09 OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS..................................      E-97
     SECTION 3.10 CUSIP NUMBERS........................................................................      E-100

                                    ARTICLE 4
                                    COVENANTS

     SECTION 4.01 PAYMENT OF NOTES.....................................................................      E-100
</TABLE>


                                      E-57
<PAGE>
<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                          <C>
     SECTION 4.02 MAINTENANCE OF OFFICE OR AGENCY......................................................       E-100
     SECTION 4.03 SEC REPORTS..........................................................................       E-101
     SECTION 4.04 COMPLIANCE CERTIFICATE...............................................................       E-101
     SECTION 4.05 TAXES................................................................................       E-102
     SECTION 4.06 STAY, EXTENSION AND USURY LAWS.......................................................       E-102
     SECTION 4.07 LIMITATION ON RESTRICTED PAYMENTS....................................................       E-103
     SECTION 4.08 LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED SUBSIDIARIES.............       E-105
     SECTION 4.09 LIMITATION ON INDEBTEDNESS...........................................................       E-107
     SECTION 4.10 LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK...................................       E-110
     SECTION 4.11 LIMITATIONS ON AFFILIATE TRANSACTIONS................................................       E-111
     SECTION 4.12 LIMITATIONS ON LIENS.................................................................       E-113
     SECTION 4.13 LIMITATION OF BUSINESS ACTIVITIES....................................................       E-113
     SECTION 4.14 CORPORATE EXISTENCE..................................................................       E-113
     SECTION 4.15 OFFER TO REPURCHASE UPON CHANGE OF CONTROL...........................................       E-113
     SECTION 4.16 LIMITATION ON SALE/LEASEBACK TRANSACTIONS............................................       E-115
     SECTION 4.17 LIMITATION ON THE SALE OR ISSUANCE OF CAPITAL STOCK OF RESTRICTED
                  SUBSIDIARIES.........................................................................       E-116
     SECTION 4.18 FUTURE SUBSIDIARY GUARANTORS.........................................................       E-116
     SECTION 4.19 ADDITIONAL AMOUNTS...................................................................       E-116

                                    ARTICLE 5
                                   SUCCESSORS

     SECTION 5.01 MERGER AND CONSOLIDATION.............................................................       E-119

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

     SECTION 6.01 EVENTS OF DEFAULT....................................................................       E-120
     SECTION 6.02 ACCELERATION.........................................................................       E-121
     SECTION 6.03 OTHER REMEDIES.......................................................................       E-122
     SECTION 6.04 WAIVER OF PAST DEFAULTS..............................................................       E-122
     SECTION 6.05 CONTROL BY MAJORITY..................................................................       E-122
     SECTION 6.06 LIMITATION ON SUITS..................................................................       E-123
     SECTION 6.07 RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT........................................       E-123
     SECTION 6.08 COLLECTION SUIT BY TRUSTEE...........................................................       E-123
     SECTION 6.09 TRUSTEE MAY FILE PROOFS OF CLAIM.....................................................       E-123
     SECTION 6.10 PRIORITIES...........................................................................       E-124
     SECTION 6.11 UNDERTAKING FOR COSTS................................................................       E-124

                                    ARTICLE 7
                                     TRUSTEE

     SECTION 7.01 DUTIES OF TRUSTEE....................................................................       E-125
     SECTION 7.02 RIGHTS OF TRUSTEE....................................................................       E-126
     SECTION 7.03 INDIVIDUAL RIGHTS OF TRUSTEE.........................................................       E-127
</TABLE>


                                      E-58
<PAGE>
<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                          <C>
     SECTION 7.04 TRUSTEE'S DISCLAIMER.................................................................      E-127
     SECTION 7.05 NOTICE OF DEFAULTS...................................................................      E-127
     SECTION 7.06 REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES...........................................      E-127
     SECTION 7.07 COMPENSATION AND INDEMNITY...........................................................      E-128
     SECTION 7.08 REPLACEMENT OF TRUSTEE...............................................................      E-128
     SECTION 7.09 SUCCESSOR TRUSTEE BY MERGER, ETC.....................................................      E-129
     SECTION 7.10 ELIGIBILITY; DISQUALIFICATION........................................................      E-130
     SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY....................................      E-130
     SECTION 7.12 APPOINTMENT OF CO-TRUSTEE............................................................      E-130

                                    ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 8.01 OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.............................      E-131
     SECTION 8.02 LEGAL DEFEASANCE AND DISCHARGE.......................................................      E-131
     SECTION 8.03 COVENANT DEFEASANCE..................................................................      E-132
     SECTION 8.04 CONDITIONS TO LEGAL OR COVENANT DEFEASANCE...........................................      E-132
     SECTION 8.05 DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER
                  MISCELLANEOUS PROVISIONS..........................................................         E-134
     SECTION 8.06 REPAYMENT TO COMPANY.................................................................      E-134
     SECTION 8.07 REINSTATEMENT........................................................................      E-135

                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

     SECTION 9.01 WITHOUT CONSENT OF HOLDERS OF NOTES..................................................      E-135
     SECTION 9.02 WITH CONSENT OF HOLDERS OF NOTES.....................................................      E-136
     SECTION 9.03 COMPLIANCE WITH TRUST INDENTURE ACT..................................................      E-137
     SECTION 9.04 REVOCATION AND EFFECT OF CONSENTS....................................................      E-137
     SECTION 9.05 NOTATION ON OR EXCHANGE OF NOTES.....................................................      E-138
     SECTION 9.06 TRUSTEE TO SIGN AMENDMENTS, ETC......................................................      E-138

                                   ARTICLE 10
                              SUBSIDIARY GUARANTEES

     SECTION 10.01 GUARANTEE...........................................................................      E-138
     SECTION 10.02 LIMITATION ON LIABILITY.............................................................      E-141
     SECTION 10.03 LIMITATION ON GUARANTOR LIABILITY...................................................      E-141
     SECTION 10.04 EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEE......................................      E-141
     SECTION 10.05 NO WAIVER...........................................................................      E-142
     SECTION 10.06 MODIFICATION........................................................................      E-142
     SECTION 10.07 GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS..................................      E-142
     SECTION 10.08 RELEASES FOLLOWING SALE OF ASSETS...................................................      E-143
</TABLE>


                                      E-59
<PAGE>
<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                          <C>
                                   ARTICLE 11
                           SATISFACTION AND DISCHARGE

     SECTION 11.01 SATISFACTION AND DISCHARGE..........................................................      E-144
     SECTION 11.02 APPLICATION OF TRUST MONEY..........................................................      E-145

                                   ARTICLE 12
                                  MISCELLANEOUS

     SECTION 12.01 TRUST INDENTURE ACT CONTROLS........................................................      E-145
     SECTION 12.02 NOTICES.............................................................................      E-145
     SECTION 12.03 COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.......................      E-146
     SECTION 12.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT..................................      E-146
     SECTION 12.05 FORM OF DOCUMENTS DELIVERED TO A TRUSTEE............................................      E-147
     SECTION 12.06 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.......................................      E-147
     SECTION 12.07 RULES BY TRUSTEE AND AGENTS.........................................................      E-148
     SECTION 12.08 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS............      E-148
     SECTION 12.09 GOVERNING LAW, SUBMISSION TO JURISDICTION AND WAIVER OF JURY TRIAL..................      E-148
     SECTION 12.10 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.......................................      E-149
     SECTION 12.11 SUCCESSORS..........................................................................      E-149
     SECTION 12.12 SEVERABILITY........................................................................      E-149
     SECTION 12.13 COUNTERPART ORIGINALS...............................................................      E-149
     SECTION 12.14 TABLE OF CONTENTS, HEADINGS, ETC....................................................      E-149

      EXHIBITS

      EXHIBIT A  FORM OF NOTE..........................................................................      E-152
      EXHIBIT B  FORM OF SUBSIDIARY GUARANTEE..........................................................      E-164
      EXHIBIT C  FORM OF SUPPLEMENTAL INDENTURE........................................................      E-167
</TABLE>




                                      E-60
<PAGE>
         INDENTURE dated as of April 29, 2002 among Maxcom Telecomunicaciones,
S.A. de C.V., a sociedad anonima de capital variable organized under the laws of
Mexico (the "Company"), Corporativo en Telecomunicaciones, S.A. de C.V., a
sociedad anonima de capital variable organized under the laws of Mexico, Maxcom
Servicios Administrativos, S.A. de C.V., a sociedad anonima de capital variable
organized under the laws of Mexico (together with Corporativo en
Telecomunicaciones, S.A. de C.V., the "Guarantors"), and The Bank of New York, a
New York banking corporation, as Trustee (the "Trustee").

         The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the Senior Notes due 2007 (the "Notes"):

                                    ARTICLE 1

                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01      Definitions.

         "Additional Assets" means any:

         (1)      property, plant, equipment, concessions, licenses, permits and
                  leases used in a Related Business;

         (2)      the Capital Stock of a Person that becomes a Restricted
                  Subsidiary as a result of the acquisition of such Capital
                  Stock by the Company or another Restricted Subsidiary; or

         (3)      Capital Stock constituting a minority interest in any Person
                  that at such time is a Restricted Subsidiary;

provided, however, that any such Restricted Subsidiary described in clauses (2)
or (3) above is primarily engaged in a Related Business.

         "Adjusted Net Assets" of a Guarantor at any date shall mean the amount
by which the fair value of the property and other assets of such Guarantor
exceeds the total amount of liabilities, including, without limitation,
contingent liabilities (after giving effect to all other fixed and contingent
liabilities incurred or assumed on such date), but excluding liabilities under
the Subsidiary Guarantee of such Guarantor.

         "Affiliate" of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with, such specified Person.

         For the purposes of this definition, "control" when used with respect
to any Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling"



                                      E-61
<PAGE>
and "controlled" have meanings correlative to the foregoing. For purposes of
Sections 4.07, 4.10 and 4.11 hereof only, "Affiliate" shall also mean any
beneficial owner of Capital Stock representing 5% or more of the total voting
power of the Voting Stock (on a fully diluted basis) of the Company or of rights
or warrants to purchase such Capital Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof.

         "Agent" means any Registrar, Paying Agent or co-registrar.

         "Applicable Procedures" means, with respect to any transfer or exchange
of or for beneficial interests in the Global Note, the rules and procedures of
the Depositary that apply to such transfer or exchange.

         "Asset Disposition" means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) by
the Company or any Restricted Subsidiary, including any disposition by means of
a merger, consolidation or similar transaction (each referred to for the
purposes of this definition as a "disposition"), of:

         (1)      any shares of Capital Stock of a Restricted Subsidiary (other
                  than directors' qualifying shares or shares required by
                  applicable law to be held by a Person other than the Company
                  or a Restricted Subsidiary);

         (2)      all or substantially all the assets of any division or line of
                  business of the Company or any Restricted Subsidiary; or

         (3)      any other assets of the Company or any Restricted Subsidiary
                  outside of the ordinary course of business of the Company or
                  such Restricted Subsidiary

other than, in the case of clauses (1), (2) and (3)

                  (A)      a disposition by a Restricted Subsidiary to the
                           Company or by the Company or a Restricted Subsidiary
                           to a Wholly Owned Subsidiary;

                  (B)      for purposes of Section 4.10 hereof only, a
                           disposition that constitutes a Restricted Payment
                           permitted by Section 4.07 hereof or cash and
                           Temporary Cash Investments;

                  (C)      a disposition of assets with a fair market value of
                           less than U.S.$100,000;

                  (D)      exchange of telecommunications assets where the Fair
                           Market Value of the telecommunications assets
                           received is at least equal to the Fair Market Value
                           of the telecommunications assets disposed of or if
                           less, the difference is received in cash, and such
                           cash is Net Available Cash;

                  (E)      dispositions of obsolete, worn-out, damaged or
                           otherwise unsuitable or unnecessary equipment or
                           other obsolete assets in the ordinary course of
                           business; and



                                      E-62
<PAGE>
                  (F)      dispositions of capacity and rights of use in the
                           Company's network in the ordinary course of business.

         "Attributable Debt" in respect of a Sale/Leaseback Transaction means,
as at the time of determination, the present value (discounted at the interest
rate borne by the Notes, compounded annually) of the total obligations of the
lessee for rental payments during the remaining term of the lease included in
such Sale/Leaseback Transaction (including any period for which such lease has
been extended).

         "Average Life" means, as of the date of determination, with respect to
any Indebtedness, the quotient obtained by dividing:

         (1)      the sum of the products of numbers of years from the date of
                  determination to the dates of each successive scheduled
                  principal payment of or redemption or similar payment with
                  respect to such Indebtedness multiplied by the amount of such
                  payment by

         (2)      the sum of all such payments.

         "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors or the administration or liquidation of
debtors' estates for the benefit of their creditors, and the Ley de Concursos
Mercantiles, or any similar federal or state law for the relief of debtors or
the administration or liquidation of debtors' estates for the benefit of their
creditors.

         "Board of Directors" means the Board of Directors of the Company or any
committee thereof duly authorized to act on behalf of such Board.

         "Business Day" means a day other than a Saturday, Sunday or other day
on which commercial banking institutions are authorized or required by law to
close in Mexico or New York City.

         "Capital Lease Obligation" means an obligation that is required to be
classified and accounted for as a capital lease for financial reporting purposes
in accordance with GAAP, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.

         "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

         "Change of Control" means the occurrence of any of the following
events:

         (1)      any "person" (as such term is used in Sections 13(d) and 14(d)
                  of the Exchange Act), other than one or more Permitted
                  Holders, is or becomes the "beneficial owner" as defined in
                  Rules 13d-3 and 13d-5 under the Exchange Act, except that



                                      E-63
<PAGE>
                  for purposes of this clause (1) such person shall be deemed to
                  have "beneficial ownership" of all shares that any such person
                  has the right to acquire, whether such right is exercisable
                  immediately or only after the passage of time, directly or
                  indirectly, of more than 35% of the total voting power of the
                  Voting Stock of the Company; provided, however, that the
                  Permitted Holders

                  (A)      beneficially own (as defined in Rules l3d-3 and 13d-5
                           under the Exchange Act), directly or indirectly, in
                           the aggregate a lesser percentage of the total voting
                           power of the Voting Stock of the Company than such
                           other "person"; and

                  (B)      do not have the right or ability by voting power,
                           contract or otherwise to elect or designate for
                           election a majority of the Board of Directors.

For the purposes of this clause (1), such other person shall be deemed to
beneficially own any Voting Stock of a Person (the "specified person") held by
any other Person (the "parent entity"), if such other person is the beneficial
owner (as defined above in this clause (1)), directly or indirectly, of more
than 35% of the voting power of the Voting Stock of such parent entity and the
Permitted Holders beneficially own (as defined in this proviso), directly or
indirectly, in the aggregate a lesser percentage of the voting power of the
Voting Stock of such parent entity and do not have the right or ability by
voting power, contract or otherwise to elect or designate for election a
majority of the board of directors of such parent entity;

         (2)      individuals who on the Issue Date constituted the Board of
                  Directors (together with any new directors whose election by
                  the shareholders of the Company was ratified by a vote of at
                  least a majority of the directors of the Company then still in
                  office who were either directors on the Issue Date or whose
                  election was previously so ratified) cease for any reason to
                  constitute a majority of the Board of Directors then in
                  office;

         (3)      the adoption of a plan relating to the liquidation or
                  dissolution of the Company; or

         (4)      the merger or consolidation of the Company with or into
                  another Person or the merger of another Person with or into
                  the Company, or the sale of all or substantially all the
                  assets of the Company (determined on a consolidated basis) to
                  another Person (other than, in all such cases, a Person that
                  is controlled by the Permitted Holders), other than a
                  transaction following which (A) in the case of a merger or
                  consolidation transaction, securities that represented 100% of
                  the Voting Stock of the Company immediately prior to such
                  transaction (or other securities into which such securities
                  are converted as part of such merger or consolidation
                  transaction) constitute at least a majority of the voting
                  power of the Voting Stock of the surviving Person in such
                  merger or consolidation transaction, and (B) in the case of a
                  sale of assets transaction, the transferee Person becomes the
                  obligor in respect of the Notes and a Subsidiary of the
                  transferor of such assets.


                                      E-64
<PAGE>
For purposes of clause (2) above only, the term "Issue Date" shall mean the
Issue Date after giving effect to the Recapitalization.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Company" means Maxcom Telecomunicaciones, S.A. de C.V., and any and
all successors thereto.

         "Consolidated Cash Flow" for any period means the sum of Consolidated
Net Income, plus the following to the extent deducted in calculating such
Consolidated Net Income:

         (1)      all income and asset tax expense of the Company and its
                  consolidated Restricted Subsidiaries;

         (2)      Consolidated Interest Expense;

         (3)      depreciation and amortization expense of the Company and its
                  consolidated Restricted Subsidiaries (excluding amortization
                  expense attributable to an item that was prepaid in cash in a
                  prior period, other than the Company's preoperating expenses
                  that were capitalized in accordance with GAAP); and

         (4)      all other non-cash charges of the Company and its consolidated
                  Restricted Subsidiaries (excluding any such non-cash charge to
                  the extent that it represents an accrual of or reserve for
                  cash expenditures in any future period);

         in each case for such period; minus the sum of the following to the
extent it increases Consolidated Net Income:

         (1)      interest income; and

         (2)      all non-cash items of the Company and its consolidated
                  Restricted Subsidiaries (excluding any such non-cash item to
                  the extent that it results in the receipt of cash payments in
                  any future period).

         Notwithstanding the foregoing, the provision for taxes based on the
income or profits of, and the depreciation and amortization and non-cash charges
of a Restricted Subsidiary shall be added to Consolidated Net Income to compute
Consolidated Cash Flow only to the extent (and in the same proportion) that the
net income of such Restricted Subsidiary was included in calculating
Consolidated Net Income and only if a corresponding amount would be permitted at
the date of determination to be dividended to the Company by such Restricted
Subsidiary without prior approval (that has not been obtained), pursuant to the
terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to such
Restricted Subsidiary or its stockholders.

         "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its consolidated Restricted Subsidiaries,
plus, to the extent not included in such total interest expense, and to the
extent Incurred by the Company or its Restricted Subsidiaries, without
duplication:

                                      E-65
<PAGE>
         (1)      interest expense attributable to capital leases and the
                  interest expense attributable to leases constituting part of a
                  Sale/Leaseback Transaction;

         (2)      amortization of debt discount and debt issuance cost;

         (3)      capitalized interest;

         (4)      non-cash interest expenses;

         (5)      commissions, discounts and other fees and charges owed with
                  respect to letters of credit and bankers' acceptance
                  financing;

         (6)      net payments pursuant to Hedging Obligations;

         (7)      the product of (a) all dividends, whether paid or accrued and
                  whether or not in cash, on any series of Preferred Stock of
                  such Person or any of its Subsidiaries, other than dividends
                  on Equity Interests payable solely in Equity Interests of the
                  Company (other than Disqualified Stock) or to the Company or a
                  Subsidiary of the Company or any liquidation preference
                  amounts accruing or accreting under the terms of the New
                  Preferred Shares, times (b) a fraction, the numerator of which
                  is one and the denominator of which is one minus the then
                  current combined federal, state and local statutory tax rate
                  of such Person, expressed as a decimal, in each case, on a
                  consolidated basis and in accordance with GAAP;

         (8)      interest incurred in connection with Investments in
                  discontinued operations;

         (9)      interest accruing on any Indebtedness of any other Person to
                  the extent such Indebtedness is Guaranteed by (or secured by
                  the assets of) the Company or any Restricted Subsidiary; and

         (10)     the cash contributions to any employee stock ownership plan or
                  similar trust to the extent such contributions are used by
                  such plan or trust to pay interest or fees to any Person
                  (other than the Company) in connection with Indebtedness
                  Incurred by such plan or trust.

         "Consolidated Leverage Ratio" as of any date of determination means the
ratio of (x) the aggregate amount of Indebtedness of the Company and its
Restricted Subsidiaries as of such date of determination to (y) Consolidated
Cash Flow for the most recent fiscal quarter ending at least 45 days prior to
such date of determination (the "Reference Period") multiplied by four,
provided, however, that:

         (1)      if the transaction giving rise to the need to calculate the
                  Consolidated Leverage Ratio is an Incurrence of Indebtedness,
                  the amount of such Indebtedness shall be calculated after
                  giving effect on a pro forma basis to such Indebtedness;

         (2)      if the Company or any Restricted Subsidiary has repaid,
                  repurchased, defeased or otherwise discharged any Indebtedness
                  that was outstanding as of the end of the Reference Period or
                  if any Indebtedness is to be repaid, repurchased, defeased or



                                      E-66
<PAGE>
                  otherwise discharged on the date of the transaction giving
                  rise to the need to calculate the Consolidated Leverage Ratio
                  (other than, in each case, Indebtedness Incurred under any
                  revolving credit agreement), the aggregate amount of
                  Indebtedness shall be calculated after giving effect on a pro
                  forma basis to the repayment, repurchase, defeasance or
                  discharge of Indebtedness and Consolidated Cash Flow shall be
                  calculated as if the Company or such Restricted Subsidiary had
                  not earned the interest income, if any, actually earned during
                  the Reference Period in respect of cash or Temporary Cash
                  Investments used to repay, repurchase, defease or otherwise
                  discharge such Indebtedness;

         (3)      if since the beginning of the Reference Period the Company or
                  any Restricted Subsidiary shall have made any Asset
                  Disposition, the Consolidated Cash Flow for the Reference
                  Period shall be reduced by an amount equal to the Consolidated
                  Cash Flow (if positive) directly attributable to the assets
                  which are the subject of such Asset Disposition for the
                  Reference Period or increased by an amount equal to the
                  Consolidated Cash Flow (if negative) directly attributable
                  thereto for the Reference Period;

         (4)      if since the beginning of the Reference Period the Company or
                  any Restricted Subsidiary (by merger or otherwise) shall have
                  made an Investment in any Restricted Subsidiary (or any Person
                  which becomes a Restricted Subsidiary) or an acquisition of
                  assets which constitutes all or substantially all of an
                  operating unit of a business, Consolidated Cash Flow for the
                  Reference Period shall be calculated after giving pro forma
                  effect thereto (including the Incurrence of any Indebtedness)
                  as if such Investment or acquisition occurred on the first day
                  of the Reference Period; and

         (5)      if since the beginning of the Reference Period any Person
                  (that subsequently became a Restricted Subsidiary or was
                  merged with or into the Company or any Restricted Subsidiary
                  since the beginning of such Reference Period) shall have made
                  any Asset Disposition, any Investment or acquisition of assets
                  that would have required an adjustment pursuant to clause (3)
                  or (4) above if made by the Company or a Restricted Subsidiary
                  during the Reference Period, Consolidated Cash Flow for the
                  Reference Period shall be calculated after giving pro forma
                  effect thereto as if such Asset Disposition, Investment or
                  acquisition occurred on the first day of the Reference Period.

         "Consolidated Net Income" means, for any period, the net income of the
Company and its consolidated Subsidiaries; provided, however, that there shall
not be included in such Consolidated Net Income:

         (1)      any net income of any Person (other than the Company) if such
                  Person is not a Restricted Subsidiary, except that:

                  (A)      subject to the exclusion contained in clause (4)
                           below, the Company's equity in the net income of any
                           such Person for such period shall be included in such
                           Consolidated Net Income up to the aggregate amount of



                                      E-67
<PAGE>
                           cash actually distributed by such Person during such
                           period to the Company or a Restricted Subsidiary as a
                           dividend or other distribution (subject, in the case
                           of a dividend or other distribution paid to a
                           Restricted Subsidiary, to the limitations contained
                           in clause (3) below); and

                  (B)      the Company's equity in a net loss of any such Person
                           for such period shall be included in determining such
                           Consolidated Net Income;

         (2)      any net income (or loss) of any Person acquired by the Company
                  or a Subsidiary in a pooling of interests transaction for any
                  period prior to the date of such acquisition;

         (3)      any net income of any Restricted Subsidiary if such Restricted
                  Subsidiary is subject to restrictions, directly or indirectly,
                  on the payment of dividends or the making of distributions by
                  such Restricted Subsidiary, directly or indirectly, to the
                  Company, except that:

                  (A)      subject to the exclusion contained in clause (4)
                           below, the Company's equity in the net income of any
                           such Restricted Subsidiary for such period shall be
                           included in such Consolidated Net Income up to the
                           aggregate amount of cash actually distributed by such
                           Restricted Subsidiary during such period to the
                           Company or another Restricted Subsidiary as a
                           dividend or other distribution (subject, in the case
                           of a dividend or other distribution paid to another
                           Restricted Subsidiary, to the limitation contained in
                           this clause); and

                  (B)      the Company's equity in a net loss of any such
                           Restricted Subsidiary for such period shall be
                           included in determining such Consolidated Net Income;

         (4)      any gain (but not loss) realized upon the sale or other
                  disposition of any assets of the Company, its consolidated
                  Subsidiaries or any other Person (including pursuant to any
                  sale-and-leaseback arrangement) which is not sold or otherwise
                  disposed of in the ordinary course of business and any gain
                  (but not loss) realized upon the sale or other disposition of
                  any Capital Stock of any Person;

         (5)      extraordinary gains or losses; and

         (6)      the cumulative effect of a change in accounting principles.

         "Consolidated Net Worth" means the total of the amounts shown on the
balance sheet of the Company and its consolidated Subsidiaries, determined on a
consolidated basis in accordance with GAAP, as of the end of the most recent
fiscal quarter of the Company ending at least 45 days prior to the taking of any
action for the purpose of which the determination is being made, as the sum of:

         (1)      the par or stated value of all outstanding Capital Stock of
                  the Company plus



                                      E-68
<PAGE>
         (2)      paid-in capital or capital surplus relating to such Capital
                  Stock plus

         (3)      any retained earnings or earned surplus

less (A) any accumulated deficit and (B) any amounts attributable to
Disqualified Stock.

         "Corporate Trust Office of the Trustee" means the principal office of
the Trustee at which at any time its corporate trust business shall be
administered, which office as of the date hereof is located at 101 Barclay
Street, Floor 21W, New York, New York 10286, Attention: Corporate Trust
Administration, or such other address as the Trustee may designate from time to
time by notice to the Holders and the Company, or the principal corporate trust
office of any successor Trustee (or such other address as a successor Trustee
may designate from time to time by notice to the Holders and the Company).

         "Currency Agreement" means in respect of a Person any foreign exchange
contract, currency swap agreement or other similar agreement designed to protect
such Person against fluctuations in currency values.

         "Custodian" means the Trustee, as custodian with respect to the Notes
in global form, or any successor entity thereto.

         "Default" means any event that is, or after notice or passage of time
or both would be, an Event of Default.

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

         "Disqualified Stock" means, with respect to any Person, any Capital
Stock which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder) or upon
the happening of any event:

         (1)      matures or is mandatorily redeemable pursuant to a sinking
                  fund obligation or otherwise;

         (2)      is convertible or exchangeable at the option of the holder for
                  Indebtedness or Disqualified Stock; or

         (3)      is mandatorily redeemable or must be purchased upon the
                  occurrence of certain events or otherwise, in whole or in
                  part;



                                      E-69
<PAGE>
in each case on or prior to the first anniversary of the Stated Maturity of the
Notes; provided, however, that the New Preferred Shares shall not be deemed
Disqualified Stock; and provided further that any Capital Stock that would not
constitute Disqualified Stock but for provisions thereof giving holders thereof
the right to require such Person to purchase or redeem such Capital Stock upon
the occurrence of an "asset sale" or "change of control" occurring prior to the
first anniversary of the Stated Maturity of the Notes shall not constitute
Disqualified Stock if:

         (1)      the "asset sale" or "change of control" provisions applicable
                  to such Capital Stock are not more favorable to the holders of
                  such Capital Stock than the terms applicable to the Notes and
                  described under Sections 4.10 and 4.15 hereof; and

         (2)      any such requirement only becomes operative after compliance
                  with such terms applicable to the Notes, including the
                  purchase of any Notes tendered pursuant thereto.

         "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Fair Market Value" means, with respect to any asset or property
(including Capital Stock), the price that could be negotiated in an arm's-length
free market transaction, for cash, between a willing seller and a willing buyer,
neither of whom is under pressure or compulsion to complete the transaction.
Fair Market Value shall be determined by the Board of Directors of the Company
acting in good faith and shall be evidenced by a resolution of the Board of
Directors of the Company delivered to the Trustee.

         "Fixed Charge Coverage Ratio" as of any date of determination means
with respect to any specified Person for any period, the ratio of the
Consolidated Cash Flow to Consolidated Interest Expense of such Person for the
most recent fiscal quarter ending at least 45 days prior to the date of
determination. In the event that the specified Person or any of its Subsidiaries
incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness
(other than ordinary working capital borrowings) or issues, repurchases or
redeems preferred stock subsequent to the commencement of the period for which
the Fixed Charge Coverage Ratio is being calculated and on or prior to the date
on which the event for which the calculation of the Fixed Charge Coverage Ratio
is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio will be
calculated giving pro forma effect to such incurrence, assumption, Guarantee,
repayment, repurchase or redemption of Indebtedness, or such issuance,
repurchase or redemption of preferred stock, and the use of the proceeds
therefrom as if the same had occurred at the beginning of the applicable
reference period.

         In addition, for purposes of calculating the Fixed Charge Coverage
Ratio:

         (1)      acquisitions that have been made by the specified Person or
                  any of its Subsidiaries, including through mergers or
                  consolidations and including any related financing
                  transactions, during the reference period or subsequent to
                  such reference period and on or prior to the Calculation Date
                  will be given pro forma



                                      E-70
<PAGE>
                  effect as if they had occurred on the first day of the
                  reference period and Consolidated Cash Flow for such reference
                  period will be calculated on a pro forma basis in accordance
                  with Regulation S-X under the Securities Act, but without
                  giving effect to clause (2) of the proviso set forth in the
                  definition of Consolidated Net Income;

         (2)      the Consolidated Cash Flow attributable to discontinued
                  operations, as determined in accordance with GAAP, and
                  operations or businesses disposed of prior to the Calculation
                  Date, will be excluded; and

         (3)      the Consolidated Interest Expense attributable to discontinued
                  operations, as determined in accordance with GAAP, and
                  operations or businesses disposed of prior to the Calculation
                  Date, will be excluded, but only to the extent that the
                  obligations giving rise to such Consolidated Interest Expense
                  will not be obligations of the specified Person or any of its
                  Subsidiaries following the Calculation Date.

         "GAAP" means generally accepted accounting principles in Mexico, as
amended from time to time.

         "Global Note" means a permanent global note substantially in the form
of Exhibit A attached hereto that bears the Global Note Legend and that has the
"Schedule of Exchanges of Interests in the Global Note" attached thereto, and
that is deposited with or on behalf of and registered in the name of the
Depositary, representing the Notes.

         "Global Note Legend" means the legend set forth in Section 2.06(f)(i),
which is required to be placed on all Global Notes issued under this Indenture.

         "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

         "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any Person and
any obligation, direct or indirect, contingent or otherwise, of such Person:

         (1)      to purchase or pay (or advance or supply funds for the
                  purchase or payment of) such Indebtedness of such Person
                  (whether arising by virtue of partnership arrangements, or by
                  agreements to keep-well, to purchase assets, goods, securities
                  or services, to take-or-pay or to maintain financial statement
                  conditions or otherwise); or

         (2)      entered into for the purpose of assuring in any other manner
                  the obligee of such Indebtedness of the payment thereof or to
                  protect such obligee against loss in respect thereof (in whole
                  or in part);



                                      E-71
<PAGE>
provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

         "Guarantors" means each of:

         (1)      Corporativo en Telecomunicaciones, S.A. de C.V.;

         (2)      Maxcom Servicios Administrativos, S.A. de C.V.; and

         (3)      any other subsidiary that executes a Subsidiary Guarantee in
                  accordance with the provisions of this Indenture;

and their respective successors and assigns.

         "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.

         "Holder" or "Noteholder" means the Person in whose name a Note is
registered on the Registrar's books.

         "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Restricted Subsidiary (whether
by merger, consolidation, acquisition or otherwise) shall be deemed to be
Incurred by such Person at the time it becomes a Restricted Subsidiary. The term
"Incurrence" when used as a noun shall have a correlative meaning. The accretion
of principal of a non-interest bearing or other discount security shall be
deemed the Incurrence of Indebtedness.

         "Indebtedness" means, with respect to any Person on any date of
determination (without duplication):

         (1)      the principal in respect of (A) indebtedness of such Person
                  for money borrowed and (B) indebtedness evidenced by notes,
                  debentures, bonds or other similar instruments for the payment
                  of which such Person is responsible or liable, including, in
                  each case, any premium on such indebtedness to the extent such
                  premium has become due and payable;

         (2)      all Capital Lease Obligations of such Person and all
                  Attributable Debt in respect of Sale/Leaseback Transactions
                  entered into by such Person;

         (3)      all obligations of such Person issued or assumed as the
                  deferred purchase price of property, all conditional sale
                  obligations of such Person and all obligations of such Person
                  under any title retention agreement (but excluding trade
                  accounts payable arising in the ordinary course of business);

         (4)      all obligations of such Person for the reimbursement of any
                  obligor on any letter of credit, banker's acceptance or
                  similar credit transaction (other than obligations



                                      E-72
<PAGE>
                  with respect to letters of credit securing obligations (other
                  than obligations described in clauses (1) through (3) above)
                  entered into in the ordinary course of business of such Person
                  to the extent such letters of credit are not drawn upon or, if
                  and to the extent drawn upon, such drawing is reimbursed no
                  later than the tenth Business Day following payment on the
                  letter of credit);

         (5)      the amount of all obligations of such Person with respect to
                  the redemption, repayment or other repurchase of any
                  Disqualified Stock of such Person or, with respect to any
                  Preferred Stock of any Subsidiary of such Person, the
                  principal amount of such Preferred Stock to be determined in
                  accordance with this Indenture (but excluding, in each case,
                  any accrued dividends);

         (6)      all obligations of the type referred to in clauses (1) through
                  (5) of other Persons and all dividends of other Persons for
                  the payment of which, in either case, such Person is
                  responsible or liable, directly or indirectly, as obligor,
                  guarantor or otherwise, including by means of any Guarantee;

         (7)      all obligations of the type referred to in clauses (1) through
                  (6) of other Persons secured by any Lien on any property or
                  asset of such Person (whether or not such obligation is
                  assumed by such Person), the amount of such obligation being
                  deemed to be the lesser of the value of such property or
                  assets and the amount of the obligation so secured; and

         (8)      to the extent not otherwise included in this definition,
                  Hedging Obligations of such Person.

         The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations at such date.

         "Indenture" means this Indenture, as amended or supplemented from time
to time.

         "Indirect Participant" means a Person who holds a beneficial interest
in the Global Note through a Participant.

         "Interest Rate Agreement" means in respect of a Person any interest
rate swap agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect such Person against fluctuations in interest
rates.

         "Investment" in any Person means any direct or indirect advance (other
than advances to customers in the ordinary course of business that are recorded
as accounts receivable on the balance sheet of the lender), loan or other
extensions of credit (including by way of Guarantee or similar arrangement) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, Indebtedness or other
similar instruments issued by such Person.



                                      E-73
<PAGE>
         For purposes of the definition of "Unrestricted Subsidiary," the
definition of "Restricted Payment" and Section 4.07 hereof:

         (1)      "Investment" shall include the portion (proportionate to the
                  Company's equity interest in such Subsidiary) of the fair
                  market value of the net assets of any Subsidiary of the
                  Company at the time that such Subsidiary is designated an
                  Unrestricted Subsidiary; provided, however, that upon a
                  redesignation of such Subsidiary as a Restricted Subsidiary,
                  the Company shall be deemed to continue to have a permanent
                  "Investment" in an Unrestricted Subsidiary equal to an amount
                  (if positive) equal to (A) the Company's "Investment" in such
                  Subsidiary at the time of such redesignation less (B) the
                  portion (proportionate to the Company's equity interest in
                  such Subsidiary) of the fair market value of the net assets of
                  such Subsidiary at the time of such redesignation; and

         (2)      any property transferred to or from an Unrestricted Subsidiary
                  shall be valued at its fair market value at the time of such
                  transfer, in each case as determined in good faith by the
                  Board of Directors.

         "Issue Date" means the date on which the Notes are originally issued.

         "Lien" means any mortgage, pledge, security interest, encumbrance, lien
or charge of any kind (including any conditional sale or other title retention
agreement or lease in the nature thereof).

         "N-2 Shares" means any of the Series N-2 Convertible Preferred Shares
of the Company together with any ordinary participation certificates
(certificados participacion ordinarios) through which such securities may be
held from time to time.

         "Net Available Cash" from an Asset Disposition means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a Note or installment receivable or otherwise
and proceeds from the sale or other disposition of any securities received as
consideration, but only as and when received, but excluding any other
consideration received in the form of assumption by the acquiring Person of
Indebtedness or other obligations relating to such properties or assets or
received in any other noncash form), in each case net of:

         (1)      all legal, title and recording tax expenses, commissions and
                  other fees and expenses incurred, and all Federal, state,
                  provincial, foreign and local taxes required to be accrued as
                  a liability under GAAP, as a consequence of such Asset
                  Disposition;

         (2)      all payments made on any Indebtedness which is secured by any
                  assets subject to such Asset Disposition, in accordance with
                  the terms of any Lien upon or other security agreement of any
                  kind with respect to such assets, or which must by its terms,
                  or in order to obtain a necessary consent to such Asset
                  Disposition, or by applicable law, be repaid out of the
                  proceeds from such Asset Disposition;



                                      E-74
<PAGE>
         (3)      all distributions and other payments required to be made to
                  minority interest holders in Restricted Subsidiaries as a
                  result of such Asset Disposition; and

         (4)      the deduction of appropriate amounts provided by the seller as
                  a reserve, in accordance with GAAP, against any liabilities
                  associated with the property or other assets disposed in such
                  Asset Disposition and retained by the Company or any
                  Restricted Subsidiary after such Asset Disposition.

         "Net Cash Proceeds," with respect to any issuance or sale of Capital
Stock, means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

         "New Preferred Shares" means the Series A-1 Convertible Preferred
Shares, Series B-1 Convertible Preferred Shares, Series N-1 Convertible
Preferred Shares and N-2 Shares of the Company with such rights and designations
set forth in the by-laws (estatutos) of the Company on the Issue Date.

         "Notes" has the meaning assigned to it in the preamble to this
Indenture.

         "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

         "Offering Circular" means the offering circular, dated March 14, 2002,
as supplemented and amended from time to time prior to the Issue Date, pursuant
to which, among other things, the Company offered the Notes.

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Vice-President of such Person.

         "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 12.05 hereof.

         "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
12.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

         "Participant" means, with respect to the Depositary, a Person who has
an account with the Depositary.

         "Permitted Holders" means (i) Adrian Aguirre Gomez, Maria Guadalupe
Aguirre Gomez, Maria Elena Aguirre Gomez, Maria Trinidad Aguirre Gomez and Maria
Esther Gomez


                                      E-75
<PAGE>
de Aguirre and their respective estates and heirs (collectively, the "Aguirre
Gomez family members"), (ii) any trust established for the benefit of, or any
company or other entity controlled by, one or more Aguirre Gomez family members,
and any successor or Affiliate thereof, (iii) CT Global Telecommunications,
Inc., and any successor or majority-owned Affiliate thereof, (iv) BankAmerica
International Investment Corporation, and any successor or majority-owned
Affiliate thereof, (v) BancBoston Investments, Inc., and any successor or
majority-owned Affiliate thereof, (vi) Bachow Investment Partners III, L.P., and
any successor or majority-owned Affiliate thereof, (vii) Latinvest Strategic
Investment Fund, L.P. and any successor or majority-owned Affiliate thereof,
(viii) Nexus-Bank of America Fund II, L.P. and any successor or majority-owned
Affiliate thereof, (ix) BAS Capital Funding Corporation and any successor or
majority-owned Affiliate thereof, (x) any purchaser for value of New Preferred
Shares from BAS Capital Funding Corporation or any majority-owned Affiliate of
BAS Capital Funding Corporation and any successor or majority-owned Affiliate of
such purchaser so long as such purchaser acquires not less than 75% of the New
Preferred Shares that BAS Capital Funding Corporation irrevocably committed to
purchase from the Company as part of the Recapitalization prior to the Issue
Date and such purchaser acquires such New Preferred Shares prior to the first
anniversary of the Issue Date, (xi) Morgan Stanley Asset Management and any
successor or majority-owned Affiliate thereof; (xii) Caxton International
Limited and any successor or majority-owned Affiliate thereof; and (xiii) Credit
Suisse First Boston and any successor or majority-owned Affiliate thereof.

         "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in:

         (1)      the Company, a Restricted Subsidiary or a Person that will,
                  upon the making of such Investment, become a Restricted
                  Subsidiary; provided, however, that the primary business of
                  such Restricted Subsidiary is a Related Business;

         (2)      another Person if as a result of such Investment such other
                  Person is merged or consolidated with or into, or transfers or
                  conveys all or substantially all its assets to, the Company or
                  a Restricted Subsidiary; provided, however, that such Person's
                  primary business is a Related Business;

         (3)      cash and Temporary Cash Investments;

         (4)      receivables owing to the Company or any Restricted Subsidiary
                  if created or acquired in the ordinary course of business and
                  payable or dischargeable in accordance with customary trade
                  terms; provided, however, that such trade terms may include
                  such concessionary trade terms as the Company or any such
                  Restricted Subsidiary deems reasonable under the
                  circumstances;

         (5)      payroll, travel and similar advances to cover matters that are
                  expected at the time of such advances ultimately to be treated
                  as expenses for accounting purposes and that are made in the
                  ordinary course of business;

         (6)      loans or advances to employees made in the ordinary course of
                  business consistent with past practices of the Company or such
                  Restricted Subsidiary;



                                      E-76
<PAGE>
         (7)      stock, obligations or securities received in settlement of
                  debts created in the ordinary course of business and owing to
                  the Company or any Restricted Subsidiary or in satisfaction of
                  judgments;

         (8)      any Person to the extent such Investment represents the
                  non-cash portion of the consideration received for an Asset
                  Disposition as permitted pursuant to Section 4.10 hereof;

         (9)      any Hedging Obligations permitted to be Incurred under Section
                  4.09 hereof; and

         (10)     other Investments in an aggregate amount not to exceed
                  U.S.$25.0 million at any one time outstanding thereafter, so
                  long as in each case such Investments are made in a
                  Telecommunications Business.

         "Permitted Liens" means, with respect to any Person:

         (1)      pledges or deposits by such Person under worker's compensation
                  laws, unemployment insurance laws or similar legislation, or
                  good faith deposits in connection with bids, tenders,
                  contracts (other than for the payment of Indebtedness) or
                  leases to which such Person is a party, or deposits to secure
                  public or statutory obligations of such Person or deposits of
                  cash or United States government bonds to secure surety or
                  appeal bonds to which such Person is a party, or deposits as
                  security for contested taxes or import duties or for the
                  payment of rent, in each case Incurred in the ordinary course
                  of business;

         (2)      Liens imposed by law, such as carriers', warehousemen's and
                  mechanics' Liens, in each case for sums not yet due or being
                  contested in good faith by appropriate proceedings or other
                  Liens arising out of judgments or awards against such Person
                  with respect to which such Person shall then be proceeding
                  with an appeal or other proceedings for review and Liens
                  arising solely by virtue of any statutory or common law
                  provision relating to banker's Liens, rights of set-off or
                  similar rights and remedies as to deposit accounts or other
                  funds maintained with a creditor depository institution;
                  provided, however, that (A) such deposit account is not a
                  dedicated cash collateral account and is not subject to
                  restrictions against access by the Company in excess of those
                  set forth by regulations promulgated by the Federal Reserve
                  Board and (B) such deposit account is not intended by the
                  Company or any Restricted Subsidiary to provide collateral to
                  the depository institution;

         (3)      Liens for taxes not yet subject to penalties for non-payment
                  or which are being contested in good faith and by appropriate
                  proceedings;

         (4)      Liens in favor of issuers of surety bonds or letters of credit
                  issued pursuant to the request of and for the account of such
                  Person in the ordinary course of its business; provided,
                  however, that such letters of credit do not constitute
                  Indebtedness;



                                      E-77
<PAGE>
         (5)      survey exceptions, encumbrances, easements or reservations of,
                  or rights of others for, licenses, rights-of-way, sewers,
                  electric lines, telegraph and telephone lines and other
                  similar purposes, or zoning or other restrictions as to the
                  use of real property or Liens incidental to the conduct of the
                  business of such Person or to the ownership of its properties
                  which were not Incurred in connection with Indebtedness and
                  which do not in the aggregate materially adversely affect the
                  value of said properties or materially impair their use in the
                  operation of the business of such Person;

         (6)      Liens securing Indebtedness Incurred to finance the
                  construction, purchase or lease of, or repairs, improvements
                  or additions to, property, plant or equipment of such Person;
                  provided, however, that the Lien may not extend to any other
                  property owned by such Person or any of its Restricted
                  Subsidiaries at the time the Lien is Incurred (other than
                  assets and property affixed or appurtenant thereto), and the
                  Indebtedness (other than any interest thereon) secured by the
                  Lien may not be Incurred more than 180 days after the later of
                  the acquisition, completion of construction, repair,
                  improvement, addition or commencement of full operation of the
                  property subject to the Lien;

         (7)      Liens to secure Indebtedness permitted under the provisions
                  described in clause (b) (1) of Section 4.09 hereof; provided
                  that such Liens are limited to the assets or Capital Stock so
                  acquired and to any accounts receivable directly attributable
                  to lines in service or other telecommunications assets so
                  constructed or acquired;

         (8)      Liens existing on the Issue Date;

         (9)      Liens on property or shares of Capital Stock of another Person
                  at the time such other Person becomes a Subsidiary of such
                  Person; provided, however, that the Liens may not extend to
                  any other property owned by such Person or any of its
                  Restricted Subsidiaries (other than assets and property
                  affixed or appurtenant thereto);

         (10)     Liens on property at the time such Person or any of its
                  Subsidiaries acquires the property, including any acquisition
                  by means of a merger or consolidation with or into such Person
                  or a Subsidiary of such Person; provided, however, that the
                  Liens may not extend to any other property owned by such
                  Person or any of its Restricted Subsidiaries (other than
                  assets and property affixed or appurtenant thereto);

         (11)     Liens securing Indebtedness or other obligations of a
                  Subsidiary of such Person owing to such Person or a
                  wholly-owned Subsidiary of such Person;

         (12)     Liens securing Hedging Obligations so long as such Hedging
                  Obligations relate to Indebtedness that is, and is permitted
                  to be under this Indenture, secured by a Lien on the same
                  property securing such Hedging Obligations;



                                      E-78
<PAGE>
         (13)     Liens to secure any Refinancing (or successive Refinancings)
                  as a whole, or in part, of any Indebtedness secured by any
                  Lien referred to in clauses (6), (8), (9), (10), (14) or (15);
                  provided, however, that:

                  (A)      such new Lien shall be limited to all or part of the
                           same property and assets that secured or, under the
                           written agreements pursuant to which the original
                           Lien arose, could secure the original Lien (plus
                           improvements and accessions to, such property or
                           proceeds or distributions thereof); and

                  (B)      the Indebtedness secured by such Lien at such time is
                           not increased to any amount greater than the sum of
                           (x) the outstanding principal amount or, if greater,
                           committed amount of the Indebtedness described under
                           clauses (6), (8), (9), (10), (14) or (15) at the time
                           the original Lien became a Permitted Lien and (y) an
                           amount necessary to pay any fees and expenses,
                           including premiums, related to such refinancing,
                           refunding, extension, renewal or replacement;

         (14)     Liens Incurred in connection with Capital Lease Obligations
                  permitted under this Indenture; provided that such Liens do
                  not extend or cover any property other than the property that
                  is the subject of the Capital Lease Obligation;

         (15)     Liens Incurred to secure Indebtedness permitted under the
                  provisions described in clause (b)(16) under Section 4.09
                  hereof; provided that such Liens are limited to the assets or
                  Capital Stock so acquired;

         (16)     Liens in favor of the Company or any Restricted Subsidiary;
                  and

         (17)     Liens Incurred with respect to obligations of the Company or
                  any Restricted Subsidiary that do not exceed U.S.$10.0 million
                  in the aggregate at any one time outstanding.

Notwithstanding the foregoing, "Permitted Liens" will not include any Lien
described in clauses (6), (9) or (10) above to the extent such Lien applies to
any Additional Assets acquired directly or indirectly from Net Available Cash
pursuant to Section 4.10 hereof. For purposes of this definition, the term
"Indebtedness" shall be deemed to include interest on such Indebtedness.

         "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

         "Preferred Stock," as applied to the Capital Stock of any Person, means
Capital Stock of any class or classes (however designated) which is preferred as
to the payment of dividends or distributions, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over shares of Capital Stock of any other class of such Person.

         "Principal" of a Note means the principal of the Note plus the premium,
if any, payable on the Note, which is due or overdue or is to become due at the
relevant time.



                                      E-79
<PAGE>
         "Recapitalization" means the transactions with respect to changes to
the capital structure of the Company and governance rights of the holders of
Capital Stock of the Company as set forth in the Offering Circular, including
the issuance of the New Preferred Shares and the designation and election or
appointment of directors to the Board of Directors.

         "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange or replacement for, such indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

         "Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of the Company or any Restricted Subsidiary existing on the Issue
Date or Incurred in compliance with this Indenture, including Indebtedness that
Refinances Refinancing Indebtedness; provided, however, that:

         (1)      such Refinancing Indebtedness has a Stated Maturity no earlier
                  than the Stated Maturity of the Indebtedness being Refinanced;

         (2)      such Refinancing Indebtedness has an Average Life at the time
                  such Refinancing Indebtedness is Incurred that is equal to or
                  greater than the Average Life of the Indebtedness being
                  Refinanced; and

         (3)      such Refinancing Indebtedness has an aggregate principal
                  amount (or if Incurred with original issue discount, an
                  aggregate issue price) that is equal to or less than the
                  aggregate principal amount (or if Incurred with original issue
                  discount, the aggregate accreted value) then outstanding or
                  committed (plus fees and expenses, including any premium and
                  defeasance costs) under the Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include (A)
Indebtedness of a Subsidiary that Refinances Indebtedness of the Company or (B)
Indebtedness of the Company or a Restricted Subsidiary that Refinances
Indebtedness of an Unrestricted Subsidiary.

         "Related Business" means any business in which the Company was engaged
on the Issue Date and any other business related, ancillary or complementary to
any business of the Company in which the Company was engaged on the Issue Date.

         "Responsible Officer" means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

         "Restricted Payment" with respect to any Person means:



                                      E-80
<PAGE>
         (1)      the declaration or payment of any dividends or any other
                  distributions of any sort in respect of its Capital Stock
                  (including any payment in connection with any merger or
                  consolidation involving such Person) or similar payment to the
                  direct or indirect holders of its Capital Stock (other than
                  dividends or distributions payable solely in its Capital Stock
                  (other than Disqualified Stock) and dividends or distributions
                  payable solely to the Company or a Restricted Subsidiary, and
                  other than pro rata dividends or other distributions made by a
                  Subsidiary that is not a Wholly Owned Subsidiary to minority
                  stockholders (or owners of an equivalent interest in the case
                  of a Subsidiary that is an entity other than a corporation));

         (2)      the purchase, redemption or other acquisition or retirement
                  for value of any Capital Stock of the Company held by any
                  Person or of any Capital Stock of a Restricted Subsidiary held
                  by any Affiliate of the Company (other than a Restricted
                  Subsidiary), including the exercise of any option to exchange
                  any Capital Stock (other than into Capital Stock of the
                  Company that is not Disqualified Stock);

         (3)      the payment of principal or interest in cash prior to the
                  scheduled maturity or interest payment date of any
                  Subordinated Obligations of such Person or the purchase,
                  repurchase, redemption, defeasance or other acquisition or
                  retirement for value, prior to scheduled maturity, scheduled
                  repayment or scheduled sinking fund payment of any
                  Subordinated Obligations of such Person (other than the
                  purchase, repurchase or other acquisition of Subordinated
                  Obligations purchased in anticipation of satisfying a sinking
                  fund obligation, principal installment or final maturity, in
                  each case due within one year of the date of such purchase,
                  repurchase or other acquisition); or

         (4)      the making of any Investment (other than a Permitted
                  Investment) in any Person.

         "Restricted Subsidiary" means any Subsidiary of the Company that is not
an Unrestricted Subsidiary.

         "Sale/Leaseback Transaction" means an arrangement relating to property
owned by the Company or a Restricted Subsidiary on the Issue Date or thereafter
acquired by the Company or a Restricted Subsidiary whereby the Company or a
Restricted Subsidiary transfers such property to a Person and the Company or a
Restricted Subsidiary leases it from such Person.

         "Securities Act" means the Securities Act of 1933, as amended.

         "SEC" means the Securities and Exchange Commission.

         "Senior Indebtedness" means:

         (1)      Indebtedness of the Company, whether outstanding on the Issue
                  Date or thereafter Incurred; and

         (2)      accrued and unpaid interest (including interest accruing on or
                  after the filing of any petition in bankruptcy or for
                  reorganization relating to the Company to the



                                      E-81
<PAGE>
                  extent post-filing interest is allowed in such proceeding) in
                  respect of (A) indebtedness of the Company for money borrowed
                  and (B) indebtedness evidenced by notes, debentures, bonds or
                  other similar instruments for the payment of which the Company
                  is responsible or liable

unless, in the case of clauses (1) and (2), in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that such obligations are subordinate in right of payment to the Notes;
provided, however, that Senior Indebtedness shall not include:

         (3)      any obligation of the Company to any Subsidiary;

         (4)      any liability for Federal, state, local or other taxes owed or
                  owing by the Company;

         (5)      any accounts payable or other liability to trade creditors
                  arising in the ordinary course of business (including
                  guarantees thereof or instruments evidencing such
                  liabilities);

         (6)      any Indebtedness of the Company (and any accrued and unpaid
                  interest in respect thereof) which is subordinate or junior in
                  any respect to any other Indebtedness or other obligation of
                  the Company; or

         (7)      that portion of any Indebtedness which at the time of
                  Incurrence is Incurred in violation of this Indenture.

         "Significant Subsidiary" means any Restricted Subsidiary that would be
a "Significant Subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC.

         "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).

         "Subordinated Obligation" means any Indebtedness of the Company or a
Guarantor (whether outstanding on the Issue Date or thereafter Incurred) which
is subordinate or junior in right of payment to the Notes or Subsidiary
Guarantee, as applicable, pursuant to a written agreement to that effect.

         "Subsidiary" means, with respect to any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Voting Stock is at the time owned or controlled,
directly or indirectly, by:

         (1)      such Person;

         (2)      such Person and one or more Subsidiaries of such Person; or



                                      E-82
<PAGE>
         (3)      one or more Subsidiaries of such Person.

         "Subsidiary Guarantee" means the Guarantee by each Guarantor of the
Company's payment obligations under this Indenture and on the Notes, executed
pursuant to the provisions of this Indenture.

         "Telecommunications Business" means the business of (1) transmitting or
providing services relating to the transmission of voice, video or data through
owned or leased terrestrial transmission facilities, (2) constructing,
installing, maintaining, creating, developing or marketing
communications-related network infrastructure, components, equipment, software
and other devices for use in a telecommunications business and related or
incidental thereto and (3) any other business reasonably related, ancillary or
complimentary to those identified in clause (1) or (2) above.

         "Temporary Cash Investments" means any of the following:

         (1)      any investment in direct obligations of the United States of
                  America or any agency thereof or obligations guaranteed by the
                  United States of America or any agency thereof;

         (2)      investments in time deposit accounts, certificates of deposit
                  and money market deposits maturing within 180 days of the date
                  of acquisition thereof issued by a bank or trust company which
                  is organized under the laws of the United States of America,
                  any state thereof or any foreign country recognized by the
                  United States, and which bank or trust company has capital,
                  surplus and undivided profits aggregating in excess of
                  U.S.$50,000,000 (or the foreign currency equivalent thereof)
                  and has outstanding debt which is rated "A" (or such similar
                  equivalent rating) or higher by at least one nationally
                  recognized statistical rating organization (as defined in Rule
                  436 under the Securities Act) or any money-market fund
                  sponsored by a registered broker dealer or mutual fund
                  distributor;

         (3)      repurchase obligations with a term of not more than 30 days
                  for underlying securities of the types described in clause (1)
                  above entered into with a bank meeting the qualifications
                  described in clause (2) above;

         (4)      investments in commercial paper, maturing not more than 90
                  days after the date of acquisition, issued by a corporation
                  (other than an Affiliate of the Company) organized and in
                  existence under the laws of the United States of America or
                  any foreign country recognized by the United States of America
                  with a rating at the time as of which any investment therein
                  is made of "P-1" (or higher) according to Moody's Investors
                  Service, Inc. or "A-l" (or higher) according to Standard and
                  Poor's Ratings Group;

         (5)      investments in securities with maturities of six months or
                  less from the date of acquisition issued or fully guaranteed
                  by any state, commonwealth or territory of the United States
                  of America, or by any political subdivision or taxing
                  authority thereof, and rated at least "A" by Standard & Poor's
                  Ratings Group or "A" by Moody's Investors Service, Inc.;


                                      E-83
<PAGE>
         (6)      Certificados de la Tesoreria de la Federacion (Cetes) or Bonos
                  de Desarrollo del Gobierno Federal (Bondes) issued by the
                  Mexican government and maturing not more than 180 days after
                  the acquisition thereof; and

         (7)      certificates of deposit, bank promissory notes and bankers'
                  acceptances denominated in Pesos, maturing not more than 180
                  days after the acquisition thereof and issued or Guaranteed by
                  any one of the five largest banks (based on assets as of the
                  immediately preceding December 31) organized under the laws of
                  Mexico and which are not under intervention or controlled by
                  the Fondo Bancario de Proteccion al Ahorro, or any successor
                  thereto.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

         "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

         "Unrestricted Subsidiary" means:

         (1)      any Subsidiary of the Company that at the time of
                  determination shall be designated an Unrestricted Subsidiary
                  by the Board of Directors in the manner provided below; and

         (2)      any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors may designate any Subsidiary of the Company (including
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or
Indebtedness of, or holds any Lien on any property of, the Company or any other
Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so
designated; provided, however, that either (A) the Subsidiary to be so
designated has total assets of U.S.$1.00 or less or (B) if such Subsidiary has
assets greater than U.S.$1.00, such designation would be permitted under Section
4.07 hereof.

         The Board of Directors may designate any Unrestricted Subsidiary to be
a Restricted Subsidiary; provided, however, that immediately after giving effect
to such designation (A) the Company could Incur U.S.$1.00 of additional
Indebtedness under paragraph (a) of Section 4.09 hereof and (B) no Default shall
have occurred and be continuing. Any such designation by the Board of Directors
shall be evidenced to the Trustee by promptly filing with the Trustee a copy of
the resolution of the Board of Directors giving effect to such designation and
an Officers' Certificate certifying that such designation complied with the
foregoing provisions.

         "U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable at the issuer's option.



                                      E-84
<PAGE>
         "Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof, including without
limitation, shares of capital stock with limited voting rights (acciones con
caracter de inversion neutra) such as the Company's Series N2 Shares deposited
in one or more trusts which will issue ordinary participation certificates or
CPOs.

         "Warrant Agreement" means that certain warrant agreement, dated March
17, 2000, between the Company and The Bank of New York, as warrant agent
thereunder.

         "Warrant Shares" means shares of Capital Stock of the Company issued or
issuable upon the exercise of the Warrants.

         "Warrants" means any of the warrants issued by the Company pursuant to
the Warrant Agreement.

         "Wholly Owned Subsidiary" means a Restricted Subsidiary all the Capital
Stock of which (other than directors' qualifying shares) is owned by the Company
or one or more Wholly Owned Subsidiaries.

SECTION 1.02      Other Definitions.

<TABLE>
<CAPTION>
                                                                                               Defined in
Term                                                                                             Section
----                                                                                             -------
<S>                                                                                            <C>
"Additional Amounts".......................................................................       4.19
"Affiliate Transaction"....................................................................       4.11
"Asset Sale"...............................................................................       4.10
"Asset Sale Offer".........................................................................       3.09
"Authentication Order".....................................................................       2.02
"Change of Control Offer"..................................................................       4.15
"Change of Control Offer Period"...........................................................       4.15
"Change of Control Payment"................................................................       4.15
"Change of Control Payment Date"...........................................................       4.15
"Change of Control Purchase Price".........................................................       4.15
"Covenant Defeasance"......................................................................       8.03
"DTC"......................................................................................       2.03
"Event of Default".........................................................................       6.01
"Excess Proceeds"..........................................................................       4.10
"Excessive Additional Amounts".............................................................       3.07
"Excluded Taxes"...........................................................................       4.20
"Legal Defeasance".........................................................................       8.02
"Offer Period".............................................................................       3.09
"Paying Agent".............................................................................       2.03
"Permitted Debt"...........................................................................       4.09
"Purchase Date"............................................................................       3.09
</TABLE>


                                      E-85
<PAGE>
<TABLE>
<CAPTION>
                                                                                               Defined in
Term                                                                                             Section
----                                                                                             -------
<S>                                                                                            <C>
"Registrar"................................................................................       2.03
"Successor Company"........................................................................       5.01
"Successor Jurisdiction"...................................................................       4.19
"Taxes"....................................................................................       4.19
</TABLE>

SECTION 1.03      Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

         The following TIA terms used in this Indenture have the following
meanings:

         "indenture securities" means the Notes;

         "indenture security Holder" means a Holder of a Note;

         "indenture to be qualified" means this Indenture;

         "indenture trustee" or "institutional trustee" means the Trustee; and

         "obligor" on the Notes and the Subsidiary Guarantees means the Company
and the Guarantors, respectively, and any successor obligor upon the Notes and
the Subsidiary Guarantees, respectively.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

SECTION 1.04      Rules of Construction.

         Unless the context otherwise requires:

         (a) a term has the meaning assigned to it;

         (b) an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP;

         (c) "or" is not exclusive;

         (d) "including" means including, without limitation;

         (e) words in the singular include the plural, and words in the plural
include the singular;

         (f) provisions apply to successive events and transactions; and



                                      E-86
<PAGE>
         (g) references to sections of or rules under the Securities Act shall
be deemed to include substitute, replacement of successor sections or rules
adopted by the SEC from time to time.

                                    ARTICLE 2

                                    THE NOTES

SECTION 2.01      Form and Dating.

         (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of U.S.$1.00 and integral multiples thereof.

         The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company, each
Guarantor and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

         (b) Global Note. Notes issued in global form shall be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). The Global Note shall represent such of the outstanding Notes as shall
be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of the Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

SECTION 2.02      Execution and Authentication.

         One Officer shall sign the Notes for the Company by manual or facsimile
signature.

         If the Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note shall nevertheless be valid.

         Each Note shall be dated the date of its authentication.

         A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Indenture.



                                      E-87
<PAGE>
         The Trustee shall, upon a written order of the Company signed by one
Officer (an "Authentication Order"), authenticate Notes for original issue up to
the aggregate principal amount stated in paragraph 4 of the Notes. The aggregate
principal amount of Notes outstanding at any time may not exceed such amount
except as provided in Section 2.07 hereof.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

SECTION 2.03      Registrar and Paying Agent.

         The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

         The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Note.

         The Company initially appoints the Trustee at its Corporate Trust
Office to act as the Registrar and Paying Agent and to act as Custodian with
respect to the Global Note.

SECTION 2.04      Paying Agent to Hold Money in Trust.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium, if any, or interest on the Notes, and will notify the
Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.

SECTION 2.05      Holder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply



                                      E-88
<PAGE>
with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall
furnish, or cause the Registrar to furnish, to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

SECTION 2.06      Transfer and Exchange.

         (a) Transfer and Exchange of Global Note. The Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. The Global Note will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Note (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee. Upon the occurrence of either of
the preceding events in (i) or (ii) above, Definitive Notes shall be issued in
such names as the Depositary shall instruct the Trustee. The Global Note also
may be exchanged or replaced, in whole or in part, as provided in Sections 2.07
and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in
lieu of, the Global Note or any portion thereof, pursuant to this Section 2.06
or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, the Global Note. The Global Note may not be exchanged for
another Note other than as provided in this Section 2.06(a); however, beneficial
interests in the Global Note may be transferred and exchanged as provided in
Section 2.06(b) or (c) hereof.

         (b) Transfer and Exchange of Beneficial Interests in the Global Note.
The transfer and exchange of beneficial interests in the Global Note shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Transfers of beneficial interests in
the Global Note also shall require compliance with either subparagraph (i) or
(ii) below, as applicable, as well as one or more of the other following
subparagraphs, as applicable:

                  (i) Transfer of Beneficial Interests in the Global Note.
         Beneficial interests in the Global Note may be transferred to Persons
         who take delivery thereof in the form of a beneficial interest in the
         Global Note. No written orders or instructions shall be required to be
         delivered to the Registrar to effect the transfers described in this
         Section 2.06(b)(i).

                  (ii) All Other Transfers and Exchanges of Beneficial Interests
         in the Global Note. In connection with all transfers and exchanges of
         beneficial interests that are not subject to Section 2.06(b)(i) above,
         the transferor of such beneficial interest must deliver to the
         Registrar (1) a written order from a Participant or an Indirect
         Participant given to the Depositary in accordance with the Applicable
         Procedures directing the Depositary to cause to be issued a Definitive
         Note in an amount equal to the beneficial interest to be transferred or
         exchanged and (2) instructions given by the Depositary to the Registrar



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         containing information regarding the Person in whose name such
         Definitive Note shall be registered to effect the transfer or exchange
         referred to in (1) above. Upon satisfaction of all of the requirements
         for transfer or exchange of beneficial interests in the Global Note
         contained in this Indenture and the Notes or otherwise applicable under
         the Securities Act, the Trustee shall adjust the principal amount of
         the Global Note pursuant to Section 2.06(g) hereof.

         (c) Transfer or Exchange of Beneficial Interests in the Global Note for
Definitive Notes.

         If any holder of a beneficial interest in the Global Note proposes to
exchange such beneficial interest for a Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Definitive Note, then, upon satisfaction of the conditions set forth in Section
2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of
the Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof,
and the Company shall execute and the Trustee shall authenticate and deliver to
the Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.06(c) shall be registered in such name or
names and in such authorized denomination or denominations as the holder of such
beneficial interest shall instruct the Registrar through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall
deliver such Definitive Notes to the Persons in whose names such Notes are so
registered.

         (d) Transfer and Exchange of Definitive Notes for Beneficial Interests
in the Global Note.

         A Holder of a Definitive Note may exchange such Note for a beneficial
interest in the Global Note or transfer such Definitive Note to a Person who
takes delivery thereof in the form of a beneficial interest in the Global Note
at any time. Upon receipt of a request for such an exchange or transfer, the
Trustee shall cancel the applicable Definitive Note and increase or cause to be
increased the aggregate principal amount of the Global Note.

         (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e). Upon receipt of a request to register such a transfer, the Registrar
shall register the Definitive Notes pursuant to the instructions from the Holder
thereof.

         (f) Legends. The following legends shall appear on the face of the
Global Note and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture.

                  (i) Global Note Legend. The Global Note shall bear a legend in
         substantially the following form:



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"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY."

                  (ii) Original Issue Discount Legend. Each Note shall bear a
         legend in substantially the following form:

"THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTION 1273 OF THE
INTERNAL REVENUE CODE. YOU MAY CONTACT THE CHIEF FINANCIAL OFFICER OF MAXCOM
TELECOMUNICACIONES, S.A. DE C.V. AT GUILLERMO GONZALEZ CAMARENA #2000, COL.
CENTRO DE CIUDAD SANTA FE, 01210 MEXICO D.F., TELEPHONE NUMBER:
011-525-5147-1111, WHO WILL PROVIDE YOU WITH ANY REQUIRED INFORMATION REGARDING
THE ORIGINAL ISSUE DISCOUNT."

         (g) Cancellation and/or Adjustment of the Global Note. At such time as
all beneficial interests in the Global Note have been exchanged for Definitive
Notes or the Global Note has been redeemed, repurchased or canceled in whole and
not in part, the Global Note shall be returned to or retained and canceled by
the Trustee in accordance with Section 2.11 hereof. At any time prior to such
cancellation, if any beneficial interest in the Global Note is exchanged for or
transferred to a Person who will take delivery thereof for Definitive Notes, the
principal amount of Notes represented by the Global Note shall be reduced
accordingly and an endorsement shall be made on the Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction.

         (h) General Provisions Relating to Transfers and Exchanges.

                  (i) To permit registrations of transfers and exchanges, the
         Company shall execute and the Trustee shall authenticate the Global
         Note and Definitive Notes upon the Company's order.

                  (ii) No service charge shall be made to a holder of a
         beneficial interest in the Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15
         and 9.05 hereof).



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                  (iii) The Registrar shall not be required to register the
         transfer of or exchange any Note selected for redemption in whole or in
         part, except the unredeemed portion of any Note being redeemed in part.

                  (iv) The Global Note and Definitive Notes issued upon any
         registration of transfer or exchange of another Global Note or
         Definitive Notes shall be the valid obligations of the Company,
         evidencing the same debt, and entitled to the same benefits under this
         Indenture, as the Global Note or Definitive Notes surrendered upon such
         registration of transfer or exchange.

                  (v) The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of business 15 days before the day of any
         selection of Notes for redemption under Section 3.02 hereof and ending
         at the close of business on the day of selection, (B) to register the
         transfer of or to exchange any Note so selected for redemption in whole
         or in part, except the unredeemed portion of any Note being redeemed in
         part or (C) to register the transfer of or to exchange a Note between a
         record date and the next succeeding Interest Payment Date.

                  (vi) Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Notes and for all other purposes, and
         none of the Trustee, any Agent or the Company shall be affected by
         notice to the contrary.

                  (vii) The Trustee shall authenticate the Global Note and
         Definitive Notes in accordance with the provisions of Section 2.02
         hereof.

                  (viii) All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         Section 2.06 to effect a registration of transfer or exchange may be
         submitted by facsimile.

                  (ix) The Trustee shall have no obligation or duty to monitor,
         determine or inquire as to compliance with any restrictions on transfer
         imposed under this Indenture or under applicable law with respect to
         any transfer of any interest in any Note (including any transfers
         between or among beneficial owners of interests in the Global Note)
         other than to require delivery of such certificates and other
         documentation or evidence as are expressly required by, and to do so if
         and when expressly required by the terms of, this Indenture, and to
         examine the same to determine substantial compliance as to form with
         the express requirements hereof.

SECTION 2.07      Replacement Notes.

         If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any



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authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note. In the
event any such mutilated, lost, destroyed or wrongfully taken Note has become
due and payable, the Company in its discretion may pay such Note instead of
issuing a new Note in replacement thereof. If after the delivery of such new
Note, a bona fide purchaser of the original Note in lieu of which such new Note
was issued presents for payment such original Note, the Company and the Trustee
shall be entitled to recover such new Note from the person to whom it was
delivered or any transferee thereof, except a bona fide purchaser, and shall be
entitled to recover upon the security or indemnity provided therefor to the
extent of any loss, damage, cost or expense incurred by the Company or the
Trustee in connection therewith.

         Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

SECTION 2.08      Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in the Global Note effected by
the Trustee in accordance with the provisions hereof, and those described in
this Section as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.

         If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

         If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

SECTION 2.09      Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned shall be so disregarded.

SECTION 2.10      Temporary Notes.

         Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably



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acceptable to the Trustee. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate definitive Notes in exchange for temporary
Notes.

         Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

SECTION 2.11      Cancellation.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
such Notes in accordance with its retention and disposal policy (subject to the
record retention requirement of the Exchange Act). The Company may not issue new
Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation. The Trustee shall provide the Company with a list of
all Notes that have been cancelled.

SECTION 2.12      Defaulted Interest.

         If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

                                    ARTICLE 3

                            REDEMPTION AND PREPAYMENT

SECTION 3.01      Notices to Trustee.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 45 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption price.

SECTION 3.02      Selection of Notes to Be Redeemed.

         If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in



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accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 45 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

         The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of U.S.$1.00 or whole multiples of U.S.$1.00;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
U.S.$1.00, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

SECTION 3.03      Notice of Redemption.

         Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

         The notice shall identify the Notes to be redeemed (including the CUSIP
number) and shall state:

         (a) the redemption date;

         (b) the redemption price;

         (c) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon
surrender of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Note;

         (d) the name and address of the Paying Agent;

         (e) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

         (f) that, unless the Company defaults in making such redemption
payment, interest and Additional Amounts, if any, on Notes called for redemption
ceases to accrue on and after the redemption date;

         (g) the paragraph of the Notes and/or Section of this Indenture
pursuant to which the Notes called for redemption are being redeemed; and

         (h) that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Notes.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered



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to the Trustee, at least 45 days prior to the redemption date, an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

SECTION 3.04      Effect of Notice of Redemption.

         Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

SECTION 3.05      Deposit of Redemption Price.

         One Business Day prior to the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and accrued and unpaid interest and Additional Amounts, if
any, on all Notes to be redeemed on that date. The Trustee or the Paying Agent
shall promptly return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued and unpaid interest on, all Notes to be
redeemed.

         If the Company complies with the provisions of the preceding paragraph,
on and after the redemption date, interest and Additional Amounts, if any, shall
cease to accrue on the Notes or the portions of Notes called for redemption. If
a Note is redeemed on or after an interest record date but on or prior to the
related interest payment date, then any accrued and unpaid interest and
Additional Amounts, if any, shall be paid to the Person in whose name such Note
was registered at the close of business on such record date. If any Note called
for redemption shall not be so paid upon surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, interest shall be
paid on the unpaid principal, from the redemption date until such principal is
paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

SECTION 3.06      Notes Redeemed in Part.

         Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.

SECTION 3.07      Optional Redemption.

         (a) The Company may at its option on one or more occasions redeem Notes
in whole or in part at a redemption price (expressed as a percentage of
principal amount) of 101.00%, plus accrued and unpaid interest and Additional
Amounts, if any, to the redemption date.

         (b) Without the consent of any Holder, outstanding Notes may be
redeemed at the Company's option at any time in whole, but not in part, upon its
giving irrevocable prior written notice pursuant to Section 3.03 hereof, if, as
a result of any amendment to, or change in, the laws (or any related regulation
or rulings) of Mexico or any related political subdivision or taxing authority
affecting taxation or any amendment to or change in an official interpretation,



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administration or application of such laws, regulations or rulings (including a
holding by a court of competent jurisdiction), which amendment or change of such
laws, regulations or rulings becomes effective on or after the date on which the
Notes are originally issued, the Company would or would become obligated, after
taking reasonable measures available to the Company to avoid such requirement,
to pay Additional Amounts (as defined in Section 4.19 hereof) in respect of any
Note pursuant to its terms and conditions in excess of the Additional Amounts
the Company would be obligated to pay if payments made on the Notes were subject
to withholding or deduction of Mexican Taxes at a rate of 4.9 percent
("Excessive Additional Amounts") at a cash price equal to the sum of:

                  (i) 100% of the principal amount of the Note on the date of
         redemption;

                  (ii) the related accrued and unpaid interest, if any, to the
         date of redemption; and

                  (iii) any Additional Amounts which would otherwise be payable.

         Notwithstanding the above, no such notice of redemption may be given
earlier than 60 days prior to the earliest date on which, but for such
redemption, the Company would be obligated to pay Excessive Additional Amounts
were any payment on the Notes then due.

         Prior to the mailing of any notice of redemption pursuant to this
Section 3.07(b), the Company will deliver to the Trustee (1) an Officer's
Certificate stating that the Company is entitled to effect such redemption and
setting forth a statement of facts showing that the conditions precedent to its
right to so redeem the Notes have occurred and (2) a written opinion of
independent counsel in Mexico in English reasonably acceptable to the Trustee to
the effect that the Company has or will become obligated to pay such Excessive
Additional Amounts as a result of such change or amendment. Once the Company
delivers such notice to the Trustee, it will be irrevocable.

         (c) Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions of Section 3.01 through 3.06 hereof.

SECTION 3.08      Mandatory Redemption; Open Market Purchases.

         The Company shall not be required to make mandatory redemption payments
with respect to the Notes. The Company may at any time and from time to time
purchase Notes in the open market.

SECTION 3.09      Offer to Purchase by Application of Excess Proceeds.

         In the event that, pursuant to Section 4.10 hereof, the Company shall
be required to commence an offer to all Holders to purchase Notes (an "Asset
Sale Offer"), it shall follow the procedures specified below.

         In the event of an Asset Disposition that requires the purchase of the
Notes (and other Senior Indebtedness) pursuant to clause (a)(4) of Section 4.10
hereof, the Company will purchase Notes tendered pursuant to an offer by the
Company for the Notes (and such other



                                      E-97
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Senior Indebtedness) at a purchase price of 100% of their principal amount (or,
in the event such other Senior Indebtedness was issued with significant original
issue discount, 100% of the accreted value thereof) without premium, plus
accrued but unpaid interest (or, in respect of such other Senior Indebtedness,
such lesser price, if any, as may be provided for by the terms of such Senior
Indebtedness) in accordance with the procedures (including prorating in the
event of oversubscription) set forth in this Indenture. If the aggregate
purchase price of Notes (and any other Senior Indebtedness) tendered pursuant to
such offer is less than the Net Available Cash allotted to the purchase thereof,
the Company will be required to apply the remaining Net Available Cash in
accordance with clause (a) (5) of Section 4.10 hereof. If the aggregate purchase
price of the securities tendered exceeds the Net Available Cash allotted to
their purchase, the Company will select the securities to be purchased on a pro
rata basis but in round denominations, which in the case of the Notes will be
denominations of U.S.$1.00 principal amount or multiples thereof. The Company
shall not be required to make such an offer to purchase Notes (and other Senior
Indebtedness) pursuant to Section 4.10 hereof if the Net Available Cash
available therefor is less than U.S.$5.0 million (which lesser amount shall be
carried forward for purposes of determining whether such an offer is required
with respect to the Net Available Cash from any subsequent Asset Disposition).

         The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to Section
4.10 hereof. To the extent that the provisions of any securities laws or
regulations conflict with provisions of Section 4.10 hereof, the Company will
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this clause by virtue of its
compliance with such securities laws or regulations.

         The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period"). No later than five
Business Days after the termination of the Offer Period (the "Purchase Date"),
the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof in the manner set forth above. Payment
for any Notes so purchased shall be made in the same manner as interest payments
are made.

         If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest and
Additional Amounts, if any, shall be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest shall be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.

         Upon the commencement of an Asset Sale Offer, the Company shall send,
by first class mail, a notice to the Trustee and each of the Holders. The notice
shall contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be
made to all Holders. The notice, which shall govern the terms of the Asset Sale
Offer, shall state:

         (a) that the Asset Sale Offer is being made pursuant to this Section
3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall
remain open;



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         (b) the Offer Amount, the purchase price and the Purchase Date;

         (c) that any Note not tendered or accepted for payment shall continue
to accrete or accrue interest and Additional Amounts, if applicable;

         (d) that, unless the Company defaults in making such payment, any Note
accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or
accrue interest and Additional Amounts, if applicable, after the Purchase Date;

         (e) that Holders electing to have a Note purchased pursuant to an Asset
Sale Offer may elect to have Notes purchased in integral multiples of U.S.$1.00
only;

         (f) that Holders electing to have a Note purchased pursuant to any
Asset Sale Offer shall be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, or
transfer by book-entry transfer, to the Company, a depositary, if appointed by
the Company, or a Paying Agent at the address specified in the notice at least
three days before the Purchase Date;

         (g) that Holders shall be entitled to withdraw their election if the
Company, the depositary or the Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased;

         (h) that, if the aggregate principal amount of Notes surrendered by
Holders exceeds the Offer Amount, the Company shall select the Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Notes in denominations of U.S.$1.00, or
integral multiples thereof, shall be purchased); and

         (i) that Holders whose Notes were purchased only in part shall be
issued new Notes equal in principal amount to the unpurchased portion of the
Notes surrendered (or transferred by book-entry transfer).

         On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
deposit by 10:00 a.m. New York City time, on such date with the Paying Agent an
amount equal to Asset Sale Offer Amount, plus any accrued and unpaid interest
and Additional Amounts, if any, in respect of all Notes, or portions thereof, so
accepted and shall deliver to the Trustee an Officers' Certificate stating that
such Notes or portions thereof were accepted for payment by the Company in
accordance with the terms of this Section 3.09. The Company, the Depositary or
the Paying Agent, as the case may be, shall promptly (but in any case not later
than five days after the Purchase Date) mail or deliver to each tendering Holder
an amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Company for purchase, and the Company shall promptly issue a new
Note, and the Trustee, upon written request from the Company shall authenticate
and mail or deliver such new Note to such Holder, in a principal amount equal to
any unpurchased portion of the Note surrendered. Any Note not so accepted shall
be promptly mailed or delivered by the Company to the Holder


                                      E-99
<PAGE>
thereof. The Company shall publicly announce the results of the Asset Sale Offer
on the Purchase Date.

         Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

SECTION 3.10      CUSIP Numbers

         The Company in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the "CUSIP" numbers.

                                    ARTICLE 4

                                    COVENANTS

SECTION 4.01      Payment of Notes.

         The Company shall pay or cause to be paid the principal of, premium, if
any, interest, if any, and Additional Amounts, if any, on the Notes on the dates
and in the manner provided in the Notes. Principal, premium, if any, and
interest shall be considered paid on the date due if the Paying Agent, if other
than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on
the due date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest, if any, and Additional Amounts, if any, then due.

         The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

SECTION 4.02      Maintenance of Office or Agency.

         The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.



                                     E-100
<PAGE>
         The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03.

SECTION 4.03      SEC Reports.

         Whether or not required by the SEC, so long as any Notes are
outstanding, the Company shall furnish to the Holders of the Notes, within the
time periods specified in the SEC's rules and regulations all quarterly and
annual financial information that would be required to be contained in a filing
with the SEC on (1) Form 6-K (provided that the Company shall be deemed to be
required to file (A) such Forms for each of the first three fiscal quarters for
each fiscal year and (B) the information required to be filed with the SEC on
Form 8-K, if applicable, for changes in control, acquisition or disposition of
assets, bankruptcy or receivership and changes in the Company's certifying
accountants) and (2) Form 20-F if the Company were required to file such Forms,
including an "Operating Results and Condition" disclosure section and, with
respect to the annual information only, a report on the annual financial
statements by the Company's certified independent accountants.

         In addition, whether or not required by the SEC, the Company will file
a copy of all of the information and reports referred to in clauses (1) and (2)
above with the SEC for public availability within the time periods specified in
the SEC's rules and regulations (unless the SEC will not accept such a filing)
and make such information available to securities analysts and prospective
investors upon request.

         Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

SECTION 4.04      Compliance Certificate.

         (a) The Company and each Guarantor (to the extent that such Guarantor
is so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year commencing with the end of fiscal year 2002, an
Officers' Certificate signed by two Officers of the Company, one of whom must be
the principal executive officer, principal financial officer, the treasurer or
principal accounting officer stating that a review of the activities of the
Company and its Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing Officers with a view to determining whether
the Company has kept, observed, performed and fulfilled its obligations under
this Indenture, and further stating, as to each such Officer


                                     E-101
<PAGE>
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

         (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants or the Mexican Institute of
Public Accountants, the year-end financial statements delivered pursuant to
Section 4.03 above shall be accompanied by a written statement of the Company's
independent public accountants (who shall be a firm of established national
reputation) that in making the examination necessary for certification of such
financial statements, nothing has come to their attention that would lead them
to believe that the Company has violated any provisions of Article 4 or Article
5 hereof or, if any such violation has occurred, specifying the nature and
period of existence thereof, it being understood that such accountants shall not
be liable directly or indirectly to any Person for any failure to obtain
knowledge of any such violation.

         (c) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith within five Business Days upon any Officer
becoming aware of any Default or Event of Default, an Officers' Certificate
specifying such Default or Event of Default and what action the Company is
taking or proposes to take with respect thereto.

SECTION 4.05      Taxes.

         The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

SECTIOn 4.06      Stay, Extension and Usury Laws.

         The Company and each of the Guarantors covenants (to the extent that it
may lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been enacted.

                                     E-102
<PAGE>
SECTION 4.07      Limitation on Restricted Payments.

      (a) The Company shall not, and shall not permit any Restricted Subsidiary,
directly or indirectly, to make a Restricted Payment if at the time the Company
or such Restricted Subsidiary makes such Restricted Payment:

            (1)   a Default shall have occurred and be continuing (or would
                  result therefrom);

            (2)   the Company is not entitled to Incur an additional
                  U.S.$1.00 of Indebtedness pursuant to paragraph (a) of
                  Section 4.09 hereof; or

            (3)   the aggregate amount of such Restricted Payment and all other
                  Restricted Payments since the Issue Date would exceed the sum
                  of (without duplication):

                  (A)   the remainder of (x) cumulative Consolidated Cash
                        Flow during the period (taken as a single accounting
                        period) beginning on the commencement of the third
                        fiscal quarter of the Company after the Issue Date
                        and ending on the last day of the most recent fiscal
                        quarter ending at least 45 days prior to the date of
                        such Restricted Payment minus (y) the product of 2.75
                        times cumulative Consolidated Interest Expense during
                        such period; plus

                  (B)   100% of the aggregate Net Cash Proceeds received by
                        the Company from the issuance or sale of its Capital
                        Stock (other than Disqualified Stock) subsequent to
                        the Issue Date (other than an issuance or sale to a
                        Subsidiary of the Company, the issuance of Capital
                        Stock of the Company pursuant to irrevocable
                        commitments made in connection with the
                        Recapitalization prior to the Issue Date, or to the
                        extent such Net Cash Proceeds are utilized as the
                        basis for Incurring Indebtedness pursuant to Section
                        4.09(b)(15) hereof), including sales to an employee
                        stock ownership plan or to a trust established by the
                        Company or any of its Subsidiaries for the benefit of
                        their employees; provided that the Company receives
                        cash and that the Company does not directly or
                        indirectly finance such purchases of Capital Stock,
                        and 100% of any cash contribution subsequent to the
                        Issue Date; plus

                  (C)   the amount by which Indebtedness of the Company is
                        reduced on the Company's balance sheet upon the
                        conversion or exchange (other than by a Subsidiary of
                        the Company) subsequent to the Issue Date of any
                        Indebtedness of the Company convertible or
                        exchangeable for Capital Stock (other than
                        Disqualified Stock) of the Company (less the amount
                        of any cash, or the fair value of any other property,
                        distributed by the Company upon such conversion or
                        exchange); plus


                                     E-103
<PAGE>
                  (D)   an amount equal to the sum of (x) the net reduction
                        in Investments (other than Permitted Investments)
                        made by the Company or any Restricted Subsidiary in
                        any Person resulting from repurchases, repayments or
                        redemptions of such Investments by such Person,
                        proceeds realized on the sale of such Investments,
                        proceeds representing the return of capital
                        (excluding dividends and distributions to the extent
                        that they are accounted for in Consolidated Cash Flow
                        in clause (3) (A) above) in each case received by the
                        Company or any Restricted Subsidiary, and (y) the
                        portion (proportionate to the Company's equity
                        interest in such Person) of the fair market value of
                        the net assets of such Person at the time such Person
                        is designated a Restricted Subsidiary; provided,
                        however, that the foregoing sum shall not exceed, in
                        the case of any such Person or Persons, the amount of
                        Investments (excluding Permitted Investments)
                        previously made (and treated as a Restricted Payment
                        under this clause (a) (3)) by the Company or any
                        Restricted Subsidiary in such Person.

      (b)   The preceding provisions will not prohibit:

            (1)   any Restricted Payment (other than a Restricted Payment
                  described in clause (1) of the definition of "Restricted
                  Payment") made out of the Net Cash Proceeds of the
                  substantially concurrent sale of, or made by exchange for,
                  Capital Stock of the Company (other than Disqualified Stock
                  and other than Capital Stock issued or sold to a Subsidiary of
                  the Company) or a substantially concurrent capital
                  contribution; provided, however, that (A) such Restricted
                  Payment shall be excluded in the calculation of the amount of
                  Restricted Payments and (B) the Net Cash Proceeds from such
                  sale or such capital contribution (to the extent so used for
                  such Restricted Payment) shall be excluded from the
                  calculation of amounts under clause (3) (B) of paragraph (a)
                  above;

            (2)   any purchase, repurchase, redemption, defeasance or other
                  acquisition or retirement for value of Subordinated
                  Obligations made by exchange for, or out of the proceeds of
                  the substantially concurrent sale of, Indebtedness which is
                  permitted to be Incurred pursuant to Section 4.09 hereof;
                  provided, however, that such purchase, repurchase, redemption,
                  defeasance or other acquisition or retirement for value shall
                  be excluded in the calculation of the amount of Restricted
                  Payments under clause (a) (3) above;

            (3)   dividends paid within 60 days after the date of declaration
                  thereof if at such date of declaration such dividend would
                  have complied with this Section 4.07; provided, however, that
                  such dividend shall be included in the calculation of the
                  amount of Restricted Payments under clause (a) (3) above
                  (unless already incurred in determining the amount of
                  Restricted Payments previously made upon declaration of such
                  dividend);


                                     E-104
<PAGE>
            (4)   the repurchase or other acquisition of shares of Capital Stock
                  of the Company or any of its Subsidiaries from employees,
                  former employees, directors or former directors of the Company
                  or any of its Subsidiaries (or permitted transferees of such
                  employees, former employees, directors or former directors),
                  pursuant to the terms of the agreements (including employment
                  agreements) or plans (or amendments thereto) approved by the
                  Board of Directors under which such individuals purchase or
                  sell or are granted the option to purchase or sell, shares of
                  such Capital Stock; provided, however, that the aggregate
                  amount of such repurchases and other acquisitions shall not
                  exceed U.S.$250,000 in any calendar year; provided further,
                  however, that such repurchases and other acquisitions shall be
                  excluded in the calculation of the amount of Restricted
                  Payments under clause (a) (3) above;

            (5)   the repurchase of Warrant Shares pursuant to the terms of
                  the Warrant Agreement as in effect on the Issue Date;

            (6)   (A) any liquidation preference accrual or accretion with
                  respect to the New Preferred Shares or (B) any liquidation
                  preference payment made with respect to New Preferred Shares
                  in accordance with the rights and designations of such Capital
                  Stock as in effect on the Issue Date in connection with a
                  Change of Control so long as the Company has made a Change of
                  Control Offer and such Change of Control Offer has been
                  completed pursuant to Section 4.15 herein prior to the payment
                  of the liquidation preference; or

            (7)   payments or distributions to dissenting stockholders required
                  by applicable law, pursuant to or in connection with a
                  consolidation, merger or transfer of assets that complies
                  Section 5.01 hereof.

SECTION 4.08      Limitation on Restrictions on Distributions from Restricted
                  Subsidiaries.

      The Company shall not, and shall not permit any Restricted Subsidiary to,
create or otherwise cause or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to (a)
pay dividends or make any other distributions on its Capital Stock to the
Company or a Restricted Subsidiary or pay any Indebtedness owed to the Company,
(b) make any loans or advances to the Company or (c) transfer any of its
property or assets to the Company, except:

            (1)   any encumbrance or restriction pursuant to an agreement in
                  effect at or entered into on the Issue Date;

            (2)   any encumbrance or restriction with respect to a Restricted
                  Subsidiary in existence at the time such Restricted Subsidiary
                  was acquired by the Company (other than Indebtedness Incurred
                  as consideration in, or to provide all or any portion of the
                  funds or credit support utilized to consummate, the
                  transaction or series of related transactions pursuant to


                                     E-105
<PAGE>
                  which such Restricted Subsidiary became a Restricted
                  Subsidiary or was acquired by the Company) and outstanding on
                  such date;

            (3)   any encumbrance or restriction pursuant to an agreement
                  effecting a Refinancing of Indebtedness Incurred pursuant to
                  an agreement referred to in clause (1) or (2) of this Section
                  4.08 or this clause (3) or contained in any amendment to an
                  agreement referred to in clause (1) or (2) of this Section
                  4.08 or this clause (3); provided, however, that the
                  encumbrances and restrictions with respect to such Restricted
                  Subsidiary contained in any such refinancing agreement or
                  amendment are no less favorable to the Noteholders than
                  encumbrances and restrictions with respect to such Restricted
                  Subsidiary contained in such predecessor agreements;

            (4)   any such encumbrance or restriction consisting of customary
                  non-assignment provisions in concessions, permits, licensing
                  agreements and leases governing leasehold interests to the
                  extent such provisions restrict the transfer of the
                  concession, permit, license or lease or the rights granted or
                  property leased thereunder;

            (5)   in the case of clause (c) above, restrictions contained in
                  security agreements or mortgages securing Indebtedness of a
                  Restricted Subsidiary to the extent such restrictions restrict
                  the transfer of the property subject to such security
                  agreements or mortgages;

            (6)   any restriction with respect to a Restricted Subsidiary
                  imposed pursuant to an agreement entered into for the sale or
                  disposition of all or substantially all the Capital Stock or
                  assets of such Restricted Subsidiary pending the closing of
                  such sale or disposition;

            (7)   any restriction on the sale or other disposition of assets or
                  property securing Indebtedness as a result of a Permitted Lien
                  on such assets or property;

            (8)   an encumbrance or restriction pursuant to purchase money
                  obligations for property acquired in the ordinary course of
                  business that impose restrictions of the nature described in
                  clause (c) above on the property so acquired;

            (9)   any encumbrance or restriction existing under or by reason
                  of applicable law or regulations; and

            (10)  customary provisions relating to assets or properties in which
                  the Company has Investments in joint ventures, provided that
                  the Company was entitled to make the Investment pursuant to
                  Section 4.07 hereof.


                                     E-106
<PAGE>
SECTION 4.09      Limitation on Indebtedness.

      (a) The Company shall not, and shall not permit any Restricted Subsidiary
to, Incur, directly or indirectly, any Indebtedness; provided, however, that the
Company shall be entitled to Incur Indebtedness if, on the date of such
Incurrence and after giving effect thereto no Default has occurred and is
continuing and,

      (1)  the Consolidated Leverage Ratio would be less than 3.75 to 1; and

      (2)  the Fixed Charge Coverage Ratio would be at least 2.0 to 1.0.

      (b) Notwithstanding the foregoing paragraph (a), so long as no Default has
occurred and is continuing, the Company and the Restricted Subsidiaries will be
entitled to Incur any or all of the following Indebtedness:

            (1)   Indebtedness of the Company or a Restricted Subsidiary
                  Incurred at any time after the Issue Date for the purposes of
                  financing the cost (including the cost of design,
                  construction, acquisition, installation, development,
                  improvement or integration) of telecommunications assets
                  (including acquisitions by way of capital lease and
                  acquisitions of Capital Stock of a Person that becomes a
                  Restricted Subsidiary as a result of such acquisition to the
                  extent of the fair value of the telecommunications assets so
                  acquired), up to U.S.$100.0 million in aggregate principal
                  amount at any one time outstanding; provided, however, that
                  the Liens to secure Indebtedness Incurred pursuant to this
                  clause (1) are Liens permitted to be Incurred pursuant to
                  clause (7) of the definition of the definition of "Permitted
                  Liens";

            (2)   Indebtedness owed to and held by the Company or a Wholly Owned
                  Subsidiary; provided, however, that (A) any subsequent
                  issuance or transfer of any Capital Stock which results in any
                  such Wholly Owned Subsidiary ceasing to be a Wholly Owned
                  Subsidiary or any subsequent transfer of such Indebtedness
                  (other than to the Company or a Wholly Owned Subsidiary) shall
                  be deemed, in each case, to constitute the Incurrence of such
                  Indebtedness by the obligor thereon and (B) if the Company or
                  any Guarantor is the obligor on such Indebtedness, such
                  Indebtedness is expressly subordinated to the prior payment in
                  full in cash of all obligations with respect to the Notes, in
                  the case of the Company or the Subsidiary Guarantee, in the
                  case of any Guarantor;

            (3)   the Notes and the related Subsidiary Guarantees;

            (4)   Indebtedness outstanding on the Issue Date (other than
                  Indebtedness described in clause (2) or ( 3) of this Section
                  4.09);

            (5)   Indebtedness of a Restricted Subsidiary Incurred and
                  outstanding on or prior to the date on which such Restricted
                  Subsidiary was acquired by the Company (other than
                  Indebtedness Incurred in connection with, or to


                                     E-107
<PAGE>
                  provide all or any portion of the funds or credit support
                  utilized to consummate, the transaction or series of related
                  transactions pursuant to which such Restricted Subsidiary
                  became a Restricted Subsidiary or was acquired by the
                  Company); provided, however, that on the date of such
                  acquisition and after giving pro forma effect thereto, the
                  Company would have been able to Incur at least U.S.$1.00 of
                  additional Indebtedness pursuant to paragraph (a) of this
                  Section 4.09;

            (6)   Refinancing Indebtedness in respect of Indebtedness Incurred
                  pursuant to paragraph (a) or pursuant to clause (1), (3), (4),
                  (5) or this clause (6); provided, however, that to the extent
                  such Refinancing Indebtedness directly or indirectly
                  Refinances Indebtedness of a Subsidiary Incurred pursuant to
                  clause (5), such Refinancing Indebtedness shall be Incurred
                  only by such Subsidiary;

            (7)   Hedging Obligations that are Incurred for the purpose of
                  protecting the Company against fluctuations in interest rates
                  with respect to Indebtedness permitted to be Incurred by the
                  Company pursuant to this Indenture or against currency
                  fluctuations in the ordinary course of business; provided,
                  however, that the notional amount of any Hedging Obligations
                  under any Interest Rate Agreement shall not exceed the
                  principal amount of the Indebtedness appearing on the balance
                  sheet of the Company for which the Interest Rate Agreement has
                  been entered into and the aggregate notional amount of all
                  Hedging Obligations under Currency Agreements shall not exceed
                  U.S.$50.0 million at any one time outstanding;

            (8)   Indebtedness consisting of Subordinated Obligations owing to
                  any Persons that are not then Affiliates of the Company which
                  is Incurred by the Company or any Restricted Subsidiary up to
                  U.S. $25.0 million aggregate principal amount at any one time
                  outstanding; provided, however, that any Indebtedness Incurred
                  pursuant to this clause (8) shall not have a Stated Maturity
                  on or prior to the Stated Maturity of the Notes, shall not be
                  mandatorily redeemable, pursuant to a sinking fund obligation
                  or otherwise, or be redeemable at the option of the holders
                  thereof, in whole or in part, on or prior to the Stated
                  Maturity of the Notes and shall not pay principal or interest
                  in cash on or prior to the Stated Maturity of the Notes;

            (9)   Indebtedness consisting of Subordinated Obligations owing to
                  any then Affiliates of the Company which is Incurred by the
                  Company or any Restricted Subsidiary up to U.S. $25.0 million
                  aggregate principal amount at any one time outstanding;
                  provided, however, that any Indebtedness Incurred pursuant to
                  this clause (9) shall not have a Stated Maturity on or prior
                  to the Stated Maturity of the Notes, shall not be mandatorily
                  redeemable, pursuant to a sinking fund obligation or
                  otherwise, or be redeemable at the option of the holders
                  thereof, in whole or in part, on or prior to the Stated
                  Maturity of the Notes, shall not pay principal or interest


                                     E-108
<PAGE>
                  in cash on or prior to the Stated Maturity of the Notes and
                  shall not accrete at a rate in excess of 18.0% per annum;

            (10)  Indebtedness consisting of performance and other similar bonds
                  and reimbursement obligations Incurred by the Company in the
                  ordinary course of business securing the performance of
                  contractual, franchise, concession or license obligations of
                  the Company or a Restricted Subsidiary;

            (11)  Indebtedness of the Company to the extent the net proceeds
                  thereof are promptly (i) used to purchase Notes pursuant to a
                  Change of Control Offer or (ii) deposited to defease the Notes
                  as described under Article 8;

            (12)  Indebtedness arising from agreements providing for
                  indemnification, adjustment of purchase price or similar
                  obligations, from guarantees or from letters of credit, surety
                  bonds or performance bonds securing such obligations, of the
                  Company or its Restricted Subsidiaries, in any case Incurred
                  in connection with the disposition of any business, assets or
                  Restricted Subsidiary (other than guarantees of Indebtedness
                  Incurred by any Person acquiring all or any portion of such
                  business, assets or Restricted Subsidiary for the purpose of
                  financing such acquisition), in a principal amount not to
                  exceed the gross proceeds actually received by the Company or
                  a Restricted Subsidiary in connection with such disposition;

            (13)  Indebtedness of the Company or any Restricted Subsidiary
                  constituting reimbursement obligations with respect to letters
                  of credit issued in the ordinary course of business in respect
                  of workers' compensation claims or self-insurance, or other
                  Indebtedness with respect to reimbursement type obligations
                  regarding workers' compensation claims; provided, however,
                  that obligations arising upon the drawing of such letters of
                  credit or the Incurrence of such Indebtedness are reimbursed
                  within 30 days following such drawing or Incurrence;

            (14)  the guarantee by the Company or any of the Guarantors of
                  Indebtedness of the Company or a Restricted Subsidiary of the
                  Company that was permitted to be incurred by another provision
                  of this Section 4.09;

            (15)  Indebtedness equal to 100% of the Net Cash Proceeds received
                  by the Company or its Restricted Subsidiaries from the
                  issuance or sale of Capital Stock or capital contributions
                  subsequent to the Issue Date (other than pursuant to
                  irrevocable commitments made on or prior to the Issue Date or
                  an issuance or sale to a Subsidiary of the Company), except to
                  the extent such Net Cash Proceeds have been applied pursuant
                  to clause (a)(3)(B) of Section 4.07 hereof to make a
                  Restricted Payment; and

            (16)  Indebtedness of the Company in an aggregate principal amount
                  which, when taken together with all other indebtedness of the
                  Company


                                     E-109
<PAGE>
                  outstanding on the date of such Incurrence (other than
                  Indebtedness permitted by clauses (1) through (15) above or
                  paragraph (a)) does not exceed U.S.$20.0 million; provided
                  that such Indebtedness is used for working capital and other
                  general purposes.

      (c) Notwithstanding the foregoing, the Company shall not Incur any
Indebtedness pursuant to the foregoing paragraph (b) if the proceeds thereof are
used, directly or indirectly, to Refinance any Subordinated Obligations unless
such Indebtedness shall be subordinated to the Notes to at least the same extent
as such Subordinated Obligations.

      (d) For purposes of determining compliance with this Section 4.09, in the
event that an item of Indebtedness meets the criteria of more than one of the
types of Indebtedness described above, the Company, in its sole discretion, will
(1) classify such item of Indebtedness at the time of Incurrence and only be
required to include the amount and type of such Indebtedness in one of the above
clauses and (2) be entitled to divide and classify an item of Indebtedness in
more than one of the types of Indebtedness described above.

SECTION 4.10      Limitation on Sales of Assets and Subsidiary Stock.

      (a) The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, consummate any Asset Disposition unless:

            (1)   the Company or such Restricted Subsidiary receives
                  consideration at the time of such Asset Disposition at least
                  equal to the fair market value (including as to the value of
                  all non-cash consideration), as determined in good faith by
                  the Board of Directors, of the shares and assets subject to
                  such Asset Disposition;

            (2)   at least 75% of the consideration thereof received by the
                  Company or such Restricted Subsidiary is in the form of cash
                  or cash equivalents;

            (3)   an amount equal to 100% of the Net Available Cash from such
                  Asset Disposition is applied by the Company (or such
                  Restricted Subsidiary, as the case may be) within one year
                  from the later of the date of such Asset Disposition or the
                  receipt of such Net Available Cash either:

                  (A)   to the extent the Company elects (or is required by the
                        terms of any Indebtedness), to prepay, repay, redeem or
                        purchase Senior Indebtedness of the Company or
                        Indebtedness (other than any Disqualified Stock) of a
                        Wholly Owned Subsidiary (in each case other than
                        Indebtedness owed to the Company or an Affiliate of the
                        Company); or

                  (B)   to the extent the Company elects, to acquire
                        Additional Assets;

            (4)   to the extent of the aggregate balance of Net Available Cash
                  after application in accordance with paragraph (3) above, the
                  Company or such Restricted Subsidiary makes an offer to the
                  Holders of the Notes (and to,


                                     E-110
<PAGE>
                  at the election of the Company, holders of other Senior
                  Indebtedness designated by the Company) to purchase Notes (and
                  such other Senior Indebtedness) pursuant to and subject to the
                  conditions contained in this Indenture; and

            (5)   to the extent that any portion of Net Available Cash remains
                  after compliance with clause (4) above, the Company or such
                  Restricted Subsidiary uses such remaining portion only for
                  purposes not prohibited in this Indenture.

      In connection with any prepayment, repayment or purchase of Indebtedness
pursuant to clause (A) of paragraph (3) or paragraph (4) above, the Company or
such Restricted Subsidiary shall permanently retire such Indebtedness and shall
cause the related loan commitment (if any) to be permanently reduced in an
amount equal to the principal amount so prepaid, repaid or purchased.

      Notwithstanding the foregoing provisions of this Section 4.10, the Company
and the Restricted Subsidiaries will not be required to apply any Net Available
Cash in accordance with this Section 4.10 except to the extent that the
aggregate Net Available Cash from all Asset Dispositions which are not applied
in accordance with this Section 4.10 exceeds U.S.$5.0 million. Pending
application of Net Available Cash pursuant to this Section 4.10 (except for
clause (a)(5) above), such Net Available Cash shall be invested in cash or
Temporary Cash Investments or applied to temporarily reduce revolving credit
Indebtedness.

      (b) For the purposes of this Section 4.10, the following are deemed to be
cash or cash equivalents:

            (1)   the assumption of Indebtedness of the Company or any
                  Restricted Subsidiary and the release of the Company or such
                  Restricted Subsidiary from all liability on such Indebtedness
                  in connection with such Asset Disposition; and

            (2)   securities received by the Company or any Restricted
                  Subsidiary from the transferee that are promptly converted by
                  the Company or such Restricted Subsidiary into cash.

SECTION 4.11      Limitations on Affiliate Transactions.

      (a) The Company shall not, and shall not permit any Restricted Subsidiary
to, enter into or permit to exist any transaction (including the purchase, sale,
lease or exchange of any property, employee compensation arrangements or the
rendering of any service) with, or for the benefit of, any Affiliate of the
Company (an "Affiliate Transaction") unless:

            (1)   the terms of the Affiliate Transaction are no less favorable
                  to the Company or such Restricted Subsidiary than those that
                  could be obtained at the time of the Affiliate Transaction in
                  arm's-length dealings with a Person who is not an Affiliate:,


                                     E-111
<PAGE>
            (2)   if such Affiliate Transaction involves an amount in excess of
                  U.S.$1.0 million but is less than or equal to U.S.$5.0
                  million, the terms of the Affiliate Transaction are set forth
                  in writing and a majority of disinterested directors of the
                  Company have determined in good faith that the criteria set
                  forth in clause (1) are satisfied and have approved the
                  relevant Affiliate Transaction as evidenced by a Board of
                  Directors resolution; and

            (3)   if such Affiliate Transaction involves an amount in excess of
                  U.S.$5.0 million, the Board of Directors shall also have
                  received a written opinion from an investment banking firm of
                  national United States prominence that is not an Affiliate of
                  the Company to the effect that such Affiliate Transaction is
                  fair, from a financial standpoint, to the Company and its
                  Restricted Subsidiaries.

      (b)   The provisions of the preceding paragraph (a) will not apply to:

            (1)   any Investment (other than a Permitted Investment) or other
                  Restricted Payment, in each case permitted to be made pursuant
                  to Section 4.07 hereof;

            (2)   any issuance of securities, or other payments, awards or
                  grants in cash, securities or otherwise pursuant to, or the
                  funding of, employment arrangements, stock options and stock
                  ownership plans approved by a majority of the disinterested
                  members of the Board of Directors;

            (3)   loans or advances to employees in the ordinary course of
                  business in accordance with the past practices of the Company
                  or its Restricted Subsidiaries, but in any event not to exceed
                  U.S.$0.5 million in the aggregate outstanding at any one time;

            (4)   the payment of reasonable fees to directors of the Company
                  and its Restricted Subsidiaries who are not employees of
                  the Company or its Restricted Subsidiaries;

            (5)   any transaction with a Restricted Subsidiary or joint venture
                  or similar entity which would constitute an Affiliate
                  Transaction solely because the Company or a Restricted
                  Subsidiary owns an equity interest in or otherwise controls
                  such Restricted Subsidiary, joint venture or similar entity;

            (6)   the issuance or sale of any Capital Stock (other than
                  Disqualified Stock) of the Company;

            (7)   any Affiliate Transaction between the Company and a Wholly
                  Owned Subsidiary or between Wholly Owned Subsidiaries; and


                                     E-112
<PAGE>
            (8)   any employment agreement entered into by the Company or any of
                  its Restricted Subsidiaries in the ordinary course of business
                  consistent with past practice.

SECTION 4.12      Limitations on Liens.

      The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, Incur or permit to exist any Lien of any nature
whatsoever on any of its properties (including Capital Stock of a Restricted
Subsidiary), whether owned at the Issue Date or thereafter acquired, other than
Permitted Liens, without effectively providing that the Notes or the Subsidiary
Guarantee, as applicable, shall be secured equally and ratably with (or prior
to) the obligations so secured for so long as such obligations are so secured.

      Any Lien created for the benefit of the Holders of the Notes pursuant to
the preceding sentence shall provide by its terms that such Lien shall be
automatically and unconditionally released and discharged upon the release and
discharge of the initial Lien.

SECTION 4.13      Limitation of Business Activities.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, engage in any business other than the
Telecommunications Business.

SECTION 4.14      Corporate Existence.

      Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Subsidiaries, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company or any such Subsidiary and
(ii) the rights (charter and statutory), licenses and franchises of the Company
and its Subsidiaries; provided, however, that the Company shall not be required
to preserve any such right, license or franchise, or the corporate, partnership
or other existence of any of its Subsidiaries, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders of the Notes.

SECTION 4.15      Offer to Repurchase Upon Change of Control.

      Upon the occurrence of a Change of Control, each Holder shall have the
right to require that the Company repurchase such Holder's Notes at a purchase
price in cash equal to 101% of the principal amount of the Notes on the date of
purchase plus accrued and unpaid interest, if any, and Additional Amounts, if
any, to the date of purchase (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date). The Change of Control Offer will remain open for a period of at least 30
days following its commencement but no longer than 60 days, except to the extent
that a longer period is required by applicable law (the "Change of Control Offer
Period"). On the first Business Day after the termination of the Change of
Control Offer Period (the "Change of Control Payment Date"), the Company will
purchase all Notes validly tendered and not properly withdrawn pursuant to the


                                     E-113
<PAGE>
Change of Control Offer. Payment for any Notes so purchased will be made in the
same manner as interest payments are made on the Notes.

      Within 30 days following any Change of Control, the Company shall mail a
notice to each Holder with a copy to the Trustee (the "Change of Control Offer")
stating:

      (1)   that a Change of Control has occurred and that such Holder has the
            right to require the Company to purchase such Holder's Notes at a
            purchase price in cash equal to 101% of the principal amount thereof
            on the date of purchase, plus accrued and unpaid interest, if any,
            and Additional Amounts, if any, (the "Change of Control Purchase
            Price") to the Change of Control Payment Date (subject to the right
            of holders of record on the relevant record date to receive interest
            on the relevant interest payment date);

      (2)   the circumstances and relevant facts regarding such Change of
            Control (including information with respect to pro forma historical
            income, cash flow and capitalization after giving effect to such
            Change of Control);

      (3)   the Change of Control Payment Date (which shall be no earlier than
            30 days nor later than 60 days from the date such notice is mailed);

      (4)   that any Note accepted for payment pursuant to the Change of Control
            Offer (and duly paid for on the Change of Control Payment Date)
            shall cease to accrue interest and Additional Amounts, if
            applicable, after the Change of Control Payment Date;

      (5)   that any Notes (or portions thereof) not validly tendered shall
            continue to accrue interest and Additional Amounts, if applicable;

      (6)   the instructions, as determined by the Company, consistent with the
            covenant described hereunder, that a Holder must follow in order to
            have its Notes purchased.

      On or before the Change of Control Payment Date, the Company shall, to the
extent lawful, (1) accept for payment all Notes or portions thereof validly
tendered and not properly withdrawn pursuant to the Change of Control Offer, (2)
deposit by 10:00 a.m., New York City time, on such date with the Paying Agent an
amount equal to the Change of Control Purchase Price in respect of all Notes or
portions thereof so validly tendered and not properly withdrawn and (3) deliver
or cause to be delivered to the Trustee the Notes so accepted together with an
Officers' Certificate stating the aggregate principal amount of Notes or
portions thereof being purchased by the Company. The Paying Agent shall promptly
(but in any case not later than five days after the Change of Control Payment
Date) mail to each Holder of Notes so validly tendered and not properly
withdrawn the Change of Control Purchase Price for such Notes.

      Upon surrender and cancellation of a Definitive Note that is purchased in
part pursuant to the Change of Control Offer, the Company shall promptly issue
and the Trustee shall authenticate and mail (or cause to be transferred by book
entry) to the surrendering Holder of such Definitive Note, a new Definitive Note
equal in principal amount to the unpurchased


                                     E-114
<PAGE>
portion of such surrendered Definitive Note; provided that each such new
Certificated Note shall be in a principal amount of $1,000 or an integral
multiple thereof.

      Upon surrender of the Global Note that is purchased in part pursuant to a
Change of Control Offer, the Paying Agent shall forward the Global Note to the
Trustee who shall make a notation on Schedule A thereof to reduce the principal
amount of such Global Note to an amount equal to the unpurchased portion of such
Global Note, as provided in Section 2.06 hereof. The Company shall publicly
announce the results of the Change of Control Offer on the Change of Control
Payment Date. For purposes of this Section 4.15, the Trustee shall act as the
Paying Agent.

      The Company shall not be required to make a Change of Control Offer
following a Change of Control if a third party makes the Change of Control Offer
in the manner, at the times and otherwise in compliance with the requirements
set forth in this Indenture applicable to a Change of Control Offer made by the
Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer.

      The Company shall comply, to the extent applicable, with the requirements
of Section 14(e) of the Exchange Act and any other securities laws or
regulations in connection with the repurchase of Notes as a result of a Change
of Control. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of the covenant described hereunder,
the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under the covenant
described hereunder by virtue of its compliance with such securities laws or
regulations.

SECTION 4.16      Limitation on Sale/Leaseback Transactions.

      The Company shall not, and shall not permit any Restricted Subsidiary to,
enter into any Sale/ Leaseback Transaction with respect to any property unless:

      (1)   the Company or such Restricted Subsidiary would be entitled to (A)
            Incur Indebtedness in an amount equal to the Attributable Debt with
            respect to such Sale/Leaseback Transaction pursuant to Section 4.09
            hereof and (B) create a Lien on such property securing such
            Attributable Debt without equally and ratably securing the Notes
            pursuant to Section 4.12 hereof;

      (2)   the net proceeds received by the Company or any Restricted
            Subsidiary in connection with such Sale/Leaseback Transaction are at
            least equal to the fair value (as determined by the Board of
            Directors) of such property; and

      (3)   the Company applies the proceeds of such transaction in compliance
            with Section 4.10 hereof.


                                     E-115
<PAGE>
SECTION 4.17  Limitation on the Sale or Issuance of Capital Stock of
Restricted Subsidiaries.

      The Company

      (1)   shall not, and shall not permit any Restricted Subsidiary to, sell,
            lease, transfer or otherwise dispose of any Capital Stock of any
            Restricted Subsidiary to any Person (other than the Company or a
            Wholly Owned Subsidiary), and

      (2)   will not permit any Restricted Subsidiary to issue any of its
            Capital Stock (other than, if necessary, shares of its Capital Stock
            constituting directors' or other legally required qualifying shares)
            to any Person (other than to the Company or a Wholly Owned
            Subsidiary), unless:

            (A)   immediately after giving effect to such issuance, sale or
                  other disposition, neither the Company nor any of its
                  Subsidiaries own any Capital Stock of such Restricted
                  Subsidiary; or

            (B)   immediately after giving effect to such issuance, sale or
                  other disposition, such Restricted Subsidiary would no longer
                  constitute a Restricted Subsidiary and any Investment in such
                  Person remaining after giving effect thereto would have been
                  permitted to be made under Section 4.07 hereof if made on the
                  date of such issuance, sale or other disposition.

SECTION 4.18      Future Subsidiary Guarantors.

      The Company shall cause each future Restricted Subsidiary to promptly
Guarantee the Notes and execute a Supplemental Indenture providing for such
Subsidiary Guarantee on the terms and conditions set forth in this Indenture and
deliver an opinion of counsel satisfactory to the Trustee within 10 Business
Days of the date it was acquired or created. The form of such Supplemental
Indenture is attached as Exhibit C hereto.

SECTION 4.19      Additional Amounts.

      All payments made on or with respect to the Notes shall be made free and
clear of, and without withholding or deduction for or on account of any present
or future tax, duty, levy, impost, assessment or other governmental charge
imposed or levied by or on behalf of Mexico or any of its related political
subdivisions or taxing authorities (or by the jurisdiction of incorporation,
seat of management or residence for tax purposes of any successor to the Company
(a "Successor Jurisdiction")), including any related interest, penalties or
additions ("Taxes"), unless the Company is (or any other entity, on the
Company's behalf, is) required by law or by the interpretation of administration
of law.

      If the Company is required to withhold or deduct any amount for or on
account of Taxes from any payment made on or with respect to the Notes, the
Company shall pay such additional amounts ("Additional Amounts") as may be
necessary so that the net amount received by each Holder of the Notes after such
withholding or deduction (including withholding or deduction imposed upon such
Additional Amounts) will not be less than the amount such Holder would have
received if such Taxes had not been withheld or deducted.


                                     E-116
<PAGE>
      However, no Additional Amounts shall be payable with respect to:

      (1)   any Taxes which are imposed solely by reason of a present or former
            connection between the Holder or beneficial owner of the Note (or
            between a fiduciary, settlor, beneficiary, member of, or possessor
            of power over, such Holder or beneficial owner, if such Holder or
            beneficial owner is an estate, trust or partnership) and the
            jurisdiction imposing such Taxes, other than a connection arising
            from the mere holding of, or receipt of payments on, the Notes or by
            exercising any rights under the Notes or this Indenture;

      (2)   any Taxes to the extent they are imposed solely by reason of the
            failure by the Holder or beneficial owner to comply with any
            certification, identification, documentation or other reporting
            requirements, whether imposed by statute, applicable tax treaty,
            regulation or administrative practice; provided that

            (A)   such compliance is required or imposed as a precondition to
                  exemption from, or reduction in the rate of, such Taxes,

            (B)   such Holder may legally comply with such requirements, and

            (C)   at least 60 days prior to the first payment date with respect
                  to which the Company applies this clause (2) (or in the event
                  of any subsequent change in any such requirements, at least 60
                  days prior to the first payment date for which such change is
                  effective) the Company has notified the Trustee and all
                  Holders of the Notes in writing as to any such requirements;
                  or

      (3)   where presentation is required for payment on a Note, any Taxes
            which are imposed solely by reason of the Holder's presentation of a
            Note for payment more than 30 days after the date on which the
            relevant payment is first made available to the Holder (but only to
            the extent that the Holder would have been entitled to Additional
            Amounts had the Note been presented on any day (including the last
            day within such 30-day period);

      (4)   any estate, inheritance, gift, sales, transfer, personal property or
            similar Taxes imposed with respect to any Note;

      (5)   any Taxes that are only payable other than by withholding of
            deduction; or

      (6)   any combination of (1), (2), (3), (4) or (5) (the Taxes described in
            (1) through (6) for which no Additional Amounts are payable are
            hereinafter referred to as "Excluded Taxes").

      Notwithstanding the foregoing, the limitations on the Company's obligation
to pay Additional Amounts set forth in clause (2) above will not apply if:

            (i) the provision of information, documentation or other evidence
      described in such clause (2) would be materially more onerous, in form, in
      procedure or in the substance of information disclosed, to a Holder or
      beneficial owner of a Note than


                                     E-117
<PAGE>
      comparable information or other reporting requirements imposed under US
      tax law (including the United States -- Mexico Income Tax Treaty),
      regulation and administrative practice (such as IRS Forms W-8 and W-9); or

            (ii) Rule 3.31.9 issued by the Secretaria de Hacienda y Credito
      Publico (Ministry of Finance and Public Credit) on March 6, 2000 or a
      substantially similar successor of such rule is in effect, unless (a) the
      provision of the information, documentation or other evidence described in
      clause (2) is expressly required by statute, regulation, ruling or
      administrative practice in order to apply Rule 3.31.9 (or successor rule),
      the Company cannot obtain such information, documentation or other
      evidence on its own through reasonable diligence and the Company otherwise
      would meet the requirements for application of Rule 3.31.9 (or successor
      rule) or (b) in the case of a Holder or beneficial owner of a Note that is
      a pension fund or other tax-exempt organization, payments to such Holder
      or beneficial owner would be subject to Taxes at a rate less than that
      provided by Rule 3.31.9 (or successor rule) if the information,
      documentation or other evidence required under clause (2) above were
      provided.

      In addition, clause (2) above shall be construed to require that a
non-Mexican pension or retirement fund or other Holder or beneficial owner of a
Note register with the Ministry of Finance and Public Credit of Mexico for the
purpose of establishing eligibility for an exemption from or reduction of Taxes.

      The Company shall make any required withholding or deduction and remit the
full amount deducted or withheld to the appropriate taxing authority, as and
when required by applicable law. The Company shall furnish to the Trustee,
within 30 days after the date the payment of any Taxes is due, evidence of such
payment by the Company. The Company shall deliver copies of such evidence to
Holders of the Notes or the Paying Agent upon request.

      The Company shall indemnify and hold harmless each Holder of Notes and,
upon written request of any Holder of Notes, reimburse each such Holder, for the
amount of:

      (1)   any Taxes (other than Excluded Taxes) levied or imposed and paid by
            such Holder as a result of payments made on or with respect to the
            Notes; provided that reasonable supporting documentation is
            provided; and

      (2)   any Taxes (other than Excluded Taxes) levied or imposed with respect
            to any reimbursement under the foregoing clause (1), so that the net
            amount received by such Holder after such reimbursement will not be
            less than the net amount the Holder would have received if Taxes
            (other than Excluded Taxes) on such reimbursement had not been
            imposed.

Any payments made pursuant to the preceding sentence shall be treated as
Additional Amounts for all relevant purposes.

      The Company shall pay any present or future stamp, court, documentary or
other similar Taxes, charges or levies that arise in Mexico or any of its
political Subdivisions (or any Successor Jurisdiction) from the execution,
delivery, registration of, or enforcement of rights under, the Notes, this
Indenture or any related document.


                                     E-118
<PAGE>
      Whenever in this Indenture or any related document there is mentioned, in
any context, the payment of principal (and premium, if any), redemption price,
interest or any other amount payable on or with respect to any Note such mention
shall be deemed to include any Additional Amounts to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof.

      The obligation to pay Additional Amounts under the terms and conditions
described above shall survive any termination, defeasance or discharge of this
Indenture.

                                    ARTICLE 5

                                   SUCCESSORS

SECTION 5.01      Merger and Consolidation.

      (a) The Company shall not consolidate with or merge with or into, or
convey, transfer or lease, in one transaction or a series of transactions,
directly or indirectly, all or substantially all its assets to, any Person,
unless:

            (1)   the resulting, surviving or transferee Person (the "Successor
                  Company") shall be a Person organized and existing under the
                  laws of Mexico, the United States of America, any State
                  thereof or the District of Columbia and the Successor Company
                  (if not the Company) shall expressly assume, by an indenture
                  supplemental thereto, executed and delivered to the Trustee,
                  in form satisfactory to the Trustee, all the obligations of
                  the Company under the Notes and this Indenture;

            (2)   immediately after giving pro forma effect to such transaction
                  (and treating any Indebtedness which becomes an obligation of
                  the Successor Company or any Subsidiary as a result of such
                  transaction as having been Incurred by such Successor Company
                  or such Subsidiary at the time of such transaction), no
                  Default shall have occurred and be continuing;

            (3)   immediately after giving pro forma effect to such transaction,
                  the Successor Company would be able to Incur an additional
                  U.S.$1.00 of Indebtedness pursuant to paragraph (a) of Section
                  4.09 hereof;

            (4)   immediately after giving pro forma effect to such transaction,
                  the Successor Company shall have Consolidated Net Worth in an
                  amount that is not less than the Consolidated Net Worth of the
                  Company immediately prior to such transaction; and

            (5)   the Company shall have delivered to the Trustee an Officers'
                  Certificate and an Opinion of Counsel, each stating that such
                  consolidation, merger or transfer and such supplemental
                  indenture (if any) comply with this Indenture.


                                     E-119
<PAGE>
      (b) The Successor Company shall be the successor to the Company and shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture, but the predecessor Company in the case of a
conveyance, transfer or lease shall not be released from the obligation to pay
the principal of and interest on the Notes.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

SECTION 6.01      Events of Default.

      An "Event of Default" occurs if:

      (a) the Company defaults in the payment when due of interest or any
Additional Amounts on the Notes and such default continues for a period of 30
days;

      (b) the Company defaults in the payment when due of principal of or
premium, if any, on the Notes when the same becomes due and payable at maturity,
upon redemption (including in connection with an Asset Sale Offer or a Change of
Control Offer) or otherwise;

      (c)   the Company fails to comply with any of the provisions of Section
5.01;

      (d) the Company fails to comply with the provisions of clause (c) of
Section 4.04 hereof for a period of 30 or more days commencing on the date of
such default;

      (e) the Company fails to comply with any of the provisions of Sections
4.15 (other than a failure to purchase Notes), 4.07, 4.08, 4.09, 4.10 (other
than a failure to purchase Notes), 4.03, 4.11, 4.12, 4.13, 4.16, 4.17, 4.18 or
4.19 for 30 days after notice to the Company by the Trustee or the Holders of at
least 25% in aggregate principal amount of the Notes then outstanding voting as
a single class;

      (f) the Company fails to observe or perform any other covenant,
representation, warranty or other agreement in this Indenture or the Notes for
60 days after notice to the Company by the Trustee or the Holders of at least
25% in aggregate principal amount of the Notes then outstanding voting as a
single class;

      (g) a default occurs under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Significant
Subsidiaries, whether such Indebtedness or guarantee now exists, or is created
after the date of this Indenture, which default results in the acceleration of
such Indebtedness prior to its express maturity and, in each case, the principal
amount of such Indebtedness exceeds U.S.$5.0 million or more;

      (h) a final judgment or decree for the payment of money is entered by a
court or courts of competent jurisdiction against the Company or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary and such judgment or decree remains
undischarged for a period (during which execution shall not be effectively
stayed or waived within 10 days after notice to the Company by the Trustee or
the Holders of at


                                     E-120
<PAGE>
least 25% in aggregate principal amount of the Notes then outstanding voting as
a single class) of 60 consecutive days, provided that such undischarged judgment
or decree exceeds U.S.$5.0 million;

      (i) the Company or any of its Significant Subsidiaries or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary
pursuant to or within the meaning of Bankruptcy Law:

            (i)   commences a voluntary case,

            (ii)  consents to the entry of an order for relief against it in
      an involuntary case,

            (iii) consents to the appointment of a custodian of it or for all
      or substantially all of its property,

            (iv)  makes a general assignment for the benefit of its
      creditors, or

            (v)   generally is not paying its debts as they become due;

      (j) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

            (i) is for relief against the Company or any of its Significant
      Subsidiaries or any group of Subsidiaries that, taken as a whole, would
      constitute a Significant Subsidiary in an involuntary case;

            (ii) appoints a custodian of the Company or any of its Significant
      Subsidiaries or any group of Subsidiaries that, taken as a whole, would
      constitute a Significant Subsidiary or for all or substantially all of the
      property of the Company or any of its Significant Subsidiaries or any
      group of Subsidiaries that, taken as a whole, would constitute a
      Significant Subsidiary; or

            (iii) orders the liquidation of the Company or any of its
      Significant Subsidiaries or any group of Subsidiaries that, taken as a
      whole, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive
days; or

      (k) except as permitted by this Indenture, any Subsidiary Guarantee is
held in any final judicial proceeding to be unenforceable or invalid or shall
cease for any reason to be in full force and effect or any Guarantor, or any
Person acting on behalf of any Guarantor, shall deny or disaffirm its
obligations under such Guarantor's Subsidiary Guarantee.

SECTION 6.02      Acceleration.

      If any Event of Default (other than an Event of Default specified in
clause (i) or (j) of Section 6.01 hereof with respect to the Company, any
Significant Subsidiary or any group of Significant Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary) occurs


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and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately. Upon such declaration, the Notes shall become due and
payable immediately. Notwithstanding the foregoing, if an Event of Default
specified in clause (i) or (j) of Section 6.01 hereof occurs with respect to the
Company, any of its Significant Subsidiaries or any group of Subsidiaries that,
taken as a whole, would constitute a Significant Subsidiary, all outstanding
Notes shall be due and payable immediately without further action or notice. The
Holders of a majority in aggregate principal amount of the then outstanding
Notes by written notice to the Trustee may on behalf of all of the Holders
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal or premium, if any, that has become due solely
because of the acceleration) have been cured or waived.

SECTION 6.03      Other Remedies.

      If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any,
interest and Additional Amounts, if any, on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

      The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04      Waiver of Past Defaults.

      Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium, if any, or interest and Additional
Amounts, if any, on, the Notes (including in connection with an offer to
purchase) (provided, however, that the Holders of a majority in aggregate
principal amount of the then outstanding Notes may rescind an acceleration and
its consequences, including any related payment default that resulted from such
acceleration). Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

SECTION 6.05      Control by Majority.

      Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.



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SECTION 6.06      Limitation on Suits.

      Except to enforce the right to receive payment of principal, premium (if
any) or interest when due, no Holder of a Note may pursue a remedy with respect
to this Indenture or the Notes only unless:

      (a)   the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;

      (b) the Holders of at least 25% in principal amount of the then
outstanding Notes make a written request to the Trustee to pursue the remedy;

      (c) such Holder of a Note or Holders of Notes offer and, if requested,
provide to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense;

      (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

      (e) during such 60-day period the Holders of a majority in principal
amount of the then outstanding Notes do not give the Trustee a direction
inconsistent with the request.

      A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

SECTION 6.07      Rights of Holders of Notes to Receive Payment.

      Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium, if any, interest and
Additional Amounts, if any, on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08      Collection Suit by Trustee.

      If an Event of Default specified in Section 6.01(a) or (b) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, interest and Additional Amounts, if any,
remaining unpaid on the Notes and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.09      Trustee May File Proofs of Claim.

      The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the


                                     E-123
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Company (or any other obligor upon the Notes), its creditors or its property and
shall be entitled and empowered to collect, receive and distribute any money or
other property payable or deliverable on any such claims and any custodian in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 6.10      Priorities.

      If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:

            First:  to the Trustee, its agents and attorneys for amounts due
      under Section 7.07 hereof, including payment of all compensation,
      expense and liabilities incurred, and all advances made, by the Trustee
      and the costs and expenses of collection;

            Second: to Holders of Notes for amounts due and unpaid on the Notes
      for principal, premium and Additional Amounts, if any, and interest,
      ratably, without preference or priority of any kind, according to the
      amounts due and payable on the Notes for principal, premium, if any and
      interest and Additional Amounts, if any, respectively; and

            Third:  to the Company or to such party as a court of competent
      jurisdiction shall direct.

      The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

SECTION 6.11      Undertaking for Costs.

      In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit


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by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of
more than 10% in principal amount of the then outstanding Notes.

                                    ARTICLE 7

                                     TRUSTEE

SECTION 7.01      Duties of Trustee.

      (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

      (b)   Except during the continuance of an Event of Default:

            (i) the duties of the Trustee shall be determined solely by the
      express provisions of this Indenture and the Trustee need perform only
      those duties that are specifically set forth in this Indenture and no
      others, and no implied covenants or obligations shall be read into this
      Indenture against the Trustee; and

            (ii) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture.
      However, the Trustee shall examine the certificates and opinions to
      determine whether or not they conform to the requirements of this
      Indenture.

      (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

            (i)   this paragraph does not limit the effect of paragraph (b)
      of this Section;

            (ii) the Trustee shall not be liable for any error of judgment made
      in good faith by a Responsible Officer, unless it is proved that the
      Trustee was negligent in ascertaining the pertinent facts; and

            (iii) the Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.05 hereof.

      (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section.

      (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers if it shall
have reasonable grounds to believe that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it. The
Trustee shall be under no obligation to exercise any of its rights and powers
under this Indenture


                                     E-125
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at the request of any Holders, unless such Holder shall have offered to the
Trustee security and indemnity satisfactory to it against any loss, liability or
expense.

      (f) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

SECTION 7.02      Rights of Trustee.

      (a) The Trustee may conclusively rely upon any document believed by it to
be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

      (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate and/or an Opinion of Counsel. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel of its selection and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection from liability
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon.

      (c) The Trustee may act through its attorneys, agents, other experts or
advisers and shall not be responsible for the misconduct or negligence of any
agent appointed with due care.

      (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers; provided, however that the Trustee's conduct does not constitute willful
misconduct or negligence.

      (e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an Officer of the Company.

      (f) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders shall have offered to the Trustee security or
indemnity satisfactory to it against the costs, expenses and liabilities that
might be incurred by it in compliance with such request or direction.

      (g) The Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Notes and this Indenture.

      (h) The rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed to act
hereunder.

      (i) The Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person


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authorized to sign an Officers' Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded.

SECTION 7.03      Individual Rights of Trustee.

      The Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the Company or any Affiliate of
the Company with the same rights it would have if it were not Trustee. However,
in the event that the Trustee acquires any conflicting interest it must
eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee or resign. Any Agent may do the same with like rights and
duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.04      Trustee's Disclaimer.

      The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

SECTION 7.05      Notice of Defaults.

      If a Default or Event of Default occurs and is continuing and if the
Trustee has actual knowledge of it, the Trustee shall mail to Holders of Notes a
notice of the Default or Event of Default within 90 days after it occurs. Except
in the case of a Default or Event of Default in payment of principal of,
premium, if any, or interest on any Note, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interest of the Holders of the Notes.

SECTION 7.06      Reports by Trustee to Holders of the Notes.

      Within 60 days after each February 15 beginning with the February 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail
all reports as required by TIA Section 313(c).

      A copy of each report at the time of its mailing to the Holders of Notes
shall be mailed to the Company and filed with the SEC and each stock exchange on
which the Notes are listed in accordance with TIA Section 313(d). The Company
shall promptly notify the Trustee when the Notes are listed or delisted on any
stock exchange.



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SECTION 7.07      Compensation and Indemnity.

      The Company shall pay to the Trustee from time to time such compensation
for its acceptance of this Indenture and services hereunder as shall be agreed
upon in writing by the Company and the Trustee. The Trustee's compensation shall
not be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

      The Company shall indemnify the Trustee or any predecessor Trustee and
their agents against any and all losses, liabilities, damages, claims or
expenses, including taxes (other than taxes based upon, measured by or
determined by the income of the Trustee) incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company (including this Section 7.07) and defending itself against any claim
(whether asserted by the Company or any Holder or any other person) or liability
in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability, damage, claim or
expense may be attributable to its negligence or bad faith. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent, which consent shall
not be unreasonably withheld.

      The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture and the resignation and removal of
the Trustee.

      To secure the Company's payment obligations in this Section, the Trustee
shall have a Lien prior to the Notes on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on
particular Notes. Such Lien shall survive the satisfaction and discharge of this
Indenture.

      When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(i) or (j) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

      The Trustee shall comply with the provisions of TIA Section 313(b)(2) to
the extent applicable.

SECTION 7.08      Replacement of Trustee.

      A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.


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      The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

      (a)   the Trustee fails to comply with Section 7.10 hereof;

      (b)   the Trustee is adjudged a bankrupt or an insolvent or an order
for relief is entered with respect to the Trustee under any Bankruptcy Law;

      (c)   a custodian or public officer takes charge of the Trustee or its
property; or

      (d)   the Trustee becomes incapable of acting.

      If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

      If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction at the expense of the Company
for the appointment of a successor Trustee.

      If the Trustee, after written request by any Holder who has been a Holder
for at least six months, fails to comply with Section 7.10, such Holder may
petition any court of competent jurisdiction at the expense of the Company for
the removal of the Trustee and the appointment of a successor Trustee.

      A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

SECTION 7.09      Successor Trustee by Merger, etc.

      If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.


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SECTION 7.10      Eligibility; Disqualification.

      There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least U.S.$50
million as set forth in its most recent published annual report of condition.

      This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section
310(b).

SECTION 7.11      Preferential Collection of Claims Against Company.

      The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

SECTION 7.12      Appointment of Co-Trustee.

      (a) Notwithstanding any other provisions of this Indenture, at any time,
for the purpose of meeting any legal requirement of any jurisdiction in which
any part of this Indenture may at the time be located, the Trustee shall have
the power and may execute and deliver all instruments necessary to appoint one
or more Persons to act as a co-trustee or co-trustees, or separate trustee or
separate trustees, of all or any part of this Indenture, and to vest in such
Person or Persons, in such capacity and for the benefit of the Noteholders, such
title to this Indenture, or any part hereof, and subject to the other provisions
of this Section 7.12, such powers, duties, obligations, rights and trusts as the
Trustee may consider necessary or desirable. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 7.10 and no notice to Noteholders of the appointment of
any co-trustee or separate trustee shall be required.

      (b) Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:

            (i) all rights, powers, duties and obligations conferred or imposed
      upon the Trustee shall be conferred or imposed upon and exercised or
      performed by the Trustee and such separate trustee or co-trustee jointly
      (it being understood that such separate trustee or co-trustee is not
      authorized to act separately without the Trustee joining in such act),
      except to the extent that under any law of any jurisdiction in which any
      particular act or acts are to be performed the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event
      such rights, powers, duties and obligations (including the holding of
      title to this Indenture or any portion thereof in any such jurisdiction)
      shall be exercised and performed singly by such separate trustee or
      co-trustee, but solely at the direction of the Trustee;

            (ii)  no trustee hereunder shall be personally liable by reason
      of any act or omission of any other trustee hereunder; and


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            (iii) the Trustee may at any time accept the resignation of or
      remove any separate trustee or co-trustee.

      (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Indenture and the conditions
of this Section 7.12. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Indenture,
specifically including every provision of this Indenture relating to the conduct
of, affecting the liability of, or affording protection or rights (including the
rights to compensation, reimbursement and indemnification hereunder) to, the
Trustee. Every such instrument shall be filed with the Trustee.

      (d) Any separate trustee or co-trustee may at any time constitute the
Trustee its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Indenture on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

                                    ARTICLE 8

                   LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01      Option to Effect Legal Defeasance or Covenant Defeasance.

      The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

SECTION 8.02      Legal Defeasance and Discharge.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the


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principal of, premium, if any, and interest on such Notes when such payments are
due, (b) the Company's obligations with respect to such Notes under Article 2
and Sections 4.02 and Section 4.20 hereof, (c) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and the Company's obligations in
connection therewith and (d) this Article 8. Subject to compliance with this
Article 8, the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof.

SECTION 8.03      Covenant Defeasance.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.03, 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 4.18 hereof and clauses (3) and (4)
of Section 5.01(a) hereof with respect to the outstanding Notes on and after the
date the conditions set forth in Section 8.04 are satisfied (hereinafter,
"Covenant Defeasance"), and the Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(c) (but only with respect to Section 4.04 or
to clauses (3) and (4) of Section 5.01(a)), 6.01(e) (other than with respect to
Section 4.19), 6.01(g), 6.01(h) and 6.01(i) hereof shall not constitute Events
of Default.

SECTION 8.04      Conditions to Legal or Covenant Defeasance.

      The following shall be the conditions to the application of either Section
8.02 or 8.03 hereof to the outstanding Notes:

      In order to exercise either Legal Defeasance or Covenant Defeasance:

      (a) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium and Additional Interest, if any,
and interest on the outstanding Notes on the stated date for payment thereof or
on the applicable redemption date, as the case may be;


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      (b) in the case of an election under Section 8.02 hereof, the Company
shall have delivered to the Trustee (i) an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date of this Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Legal Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Legal Defeasance had not occurred and (ii) an
Opinion of Counsel in Mexico reasonably acceptable to the Trustee confirming
that Holders of the Notes will not recognize income, gain or loss for Mexican
taxes purposes as a result of such Legal Defeasance and will be subject to
Mexican taxes (including withholding taxes) on the same amounts, in the same
manner and at the same times as would have been the case if such Legal
Defeasance had not occurred;

      (c) in the case of an election under Section 8.03 hereof, the Company
shall have delivered to the Trustee (i) an Opinion of Counsel in the United
States reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred and (ii)
an Opinion of Counsel in Mexico reasonably acceptable to the Trustee confirming
that Holders of the Notes will not recognize income, gain or loss for Mexican
taxes purposes as a result of such Covenant Defeasance and will be subject to
Mexican taxes (including withholding taxes) on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred;

      (d) no Default or Event of Default shall have occurred and be continuing
on the date of such deposit (other than a Default or Event of Default resulting
from the incurrence of Indebtedness all or a portion of the proceeds of which
will be used to defease the Notes pursuant to this Article 8 concurrently with
such incurrence) or insofar as Sections 6.01(i) or 6.01(j) hereof is concerned,
at any time in the period ending on the 91st day after the date of deposit;

      (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

      (f) the Company shall have delivered to the Trustee an Opinion of Counsel
in the United States and Mexico (which may be subject to customary exceptions)
to the effect that on the 91st day following the deposit, the trust funds will
not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally;

      (g) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Company; and


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      (h) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel in the United States and Mexico, each
stating that all conditions precedent provided for or relating to the Legal
Defeasance or the Covenant Defeasance have been complied with.

SECTION 8.05      Deposited Money and Government Securities to be Held in
                  Trust; Other Miscellaneous Provisions.

      Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

      Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.06      Repayment to Company.

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium, if any, or
interest on any Note and remaining unclaimed for two years after such principal,
and premium, if any, or interest has become due and payable shall be paid to the
Company on its request or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Note shall thereafter look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.


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SECTION 8.07      Reinstatement.

      If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01      Without Consent of Holders of Notes.

      Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the
Subsidiary Guarantees or the Notes without the consent of any Holder of a Note:

      (a)   to cure any ambiguity, omission, defect or inconsistency;

      (b)   to provide for the assumption by a successor corporation of the
obligations of the Company under this Indenture;

      (c) to provide for uncertificated Notes in addition to or in place of
certificated Notes (provided that the uncertificated Notes are issued in
registered form for purposes of Section 163(f) of the Code, or in a manner such
that the uncertificated Notes are described in Section 163(f)(2)(B) of the
Code);

      (d)   to add guarantees with respect to the Notes to secure the Notes;

      (e)   to secure the Notes and/or the Subsidiary Guarantees;

      (f)   to add to the covenants of the Company for the benefit of the
Holders of the Notes or to surrender any right or power conferred upon the
Company;

      (g) to make any change that does not adversely affect the rights of any
Holder of the Notes as stated in an Opinion of Counsel delivered to the Trustee;
or

      (h) to comply with any requirement of the SEC in connection with the
qualification of this Indenture under the Trust Indenture Act.


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      Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company and the Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02      With Consent of Holders of Notes.

      Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including Section 3.09, 4.10 and 4.15
hereof), the Subsidiary Guarantees and the Notes with the consent of the Holders
of at least a majority in principal amount of the Notes then outstanding voting
as a single class (including consents obtained in connection with a tender offer
or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04
and 6.07 hereof, any existing Default or Event of Default (other than a Default
or Event of Default in the payment of the principal of, premium, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture, the
Subsidiary Guarantees or the Notes may be waived with the consent of the Holders
of a majority in principal amount of the then outstanding Notes voting as a
single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes).

      Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

      It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

      After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes. However, without the consent of
each Holder affected, an amendment or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder):


                                     E-136
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      (a)   reduce the amount of Notes whose Holders must consent to an
amendment;

      (b)   reduce the rate of or extend the time for payment of interest on
any Note;

      (c)   reduce the principal of or extend the Stated Maturity of any Note;

      (d) reduce the amount payable upon the redemption of any Note or change
the time at which any Note may be redeemed as described under Section 3.07
hereof;

      (e)   make any Note payable in money other than that stated in the Note;

      (f) impair the right of any Holder of the Notes to receive payment of
principal of and interest on such Holder's Notes on or after the due dates
therefor or to institute suit for the enforcement of any payment on or with
respect to such Holder's Notes;

      (g)   make any change in the amendment provisions which require each
Holder's consent or in the waiver provisions;

      (h) release any Guarantor from any of its obligations under its Subsidiary
Guarantee or this Indenture, except in accordance with this Indenture;

      (i)   make any change in the ranking or priority of any Note that would
adversely affect the Noteholders; or

      (j) make any change in the provisions of this Indenture described under
Section 4.19 hereof that adversely affects the rights of any Noteholder or amend
the terms of the Notes or this Indenture in a way that would result in the loss
of an exemption from any of the Taxes described thereunder or would otherwise
adversely affect any Noteholder for United States or Mexican tax purposes.

SECTION 9.03      Compliance with Trust Indenture Act.

      Every amendment or supplement to this Indenture or the Notes shall be set
forth in a amended or supplemental Indenture that complies with the TIA as then
in effect.

SECTION 9.04      Revocation and Effect of Consents.

      Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.



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SECTION 9.05      Notation on or Exchange of Notes.

      The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

      Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06      Trustee to Sign Amendments, etc.

      The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article Nine if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
11.04 hereof, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.

                                   ARTICLE 10

                              Subsidiary GuaranteeS

SECTION 10.01     Guarantee.

      Subject to this Article 10, each of the Guarantors together with any
future Restricted Subsidiary which in accordance with Section 4.18 hereof is
required in the future to guarantee the Obligations of the Company and the
Guarantors under the Subsidiary Guarantees and this Indenture, upon execution of
a supplemental indenture, hereby, jointly and severally, unconditionally
guarantees to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of this Indenture, the Notes or the Obligations of the
Company hereunder or thereunder and the Guarantors hereunder, that: (a) the
principal of, premium, if any, any interest, and Additional Amounts, if any, on
the Notes (including, without limitation, any interest that accrues after, or
would accrue but for, the commencement of a proceeding of the type described in
Sections 6.01(i) and (j)) and any fees, expenses and other amounts owing under
this Indenture will be duly and punctually paid in full when due, whether at
Stated Maturity, by acceleration, mandatory redemption, call for redemption,
upon an Asset Sale Offer, Change of Control Offer, purchase or otherwise, and
interest on the overdue principal and (to the extent permitted by law) interest,
if any, on the Notes and any other amounts due in respect of the Notes, and all
other Obligations of the Company and the Guarantors, including the Company's
Obligations to the Holders of the Notes under this Indenture and the Notes, and
the other Guarantors' Obligations under their Subsidiary Guarantees, whether now
or hereafter existing, will be promptly paid in full or performed, all strictly
in accordance with the terms hereof and of the Notes; and (ii) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, the


                                     E-138
<PAGE>
same will be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at Stated Maturity, by acceleration,
mandatory redemption, call for redemption, upon Change of Control Offer, Asset
Sale Offer, purchase or otherwise. If payment is not made when due of any amount
so guaranteed for whatever reason, Guarantor shall be jointly and severally
obligated to pay the same individually whether or not such failure to pay has
become an Event of Default which could cause acceleration pursuant to Section
6.02. Each Guarantor agrees that this is a guarantee of payment and not a
guarantee of collection. An Event of Default under this Indenture or the Notes
shall constitute an Event of Default under each Guarantee, and shall entitle the
Holders to accelerate the obligations of each Guarantor hereunder in the same
manner and to the same extent as the obligations of the Company. Each Subsidiary
Guarantee is intended to be superior to or pari passu in right of payment with
all Indebtedness of the respective Guarantor and each Guarantor's obligations
are independent of any obligation of the Company or any other Guarantor.

      (b) Each Guarantor waives presentation to, demand of, payment from and
protest to the Company of any of the obligations under this Indenture or the
Securities and also waives notice of protest for nonpayment. Each Guarantor
waives notice of any default under the Notes or under this Indenture of the
Notes. The obligations of each Guarantor hereunder shall not be affected by (i)
the failure of any Holder or the Trustee to assert any claim or demand or to
enforce any right or remedy against the Company or any other Person under this
Indenture, the Notes or any other agreement or otherwise; (ii) any extension or
renewal of any thereof; (iii) any rescission, waiver, amendment or modification
of any of the terms or provisions of this Indenture, the Notes or any other
agreement; (iv) the release of any security held by any Holder, or the Trustee
or the Collateral Agent for the obligations or any of them; (v) the failure of
any Holder, or the Trustee, to exercise any right or remedy against any other
guarantor of the obligations of the Company hereunder and under the Notes; or
(vi) any change in the ownership of any such Guarantor.

      (c) The obligations of each Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason, including
any claim of waiver, release, surrender, alteration or compromise, and shall not
be subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the
obligations of the Company hereunder or under the Notes or otherwise. Without
limiting the generality of the foregoing, the obligations of each Guarantor
herein shall not be discharged or impaired or otherwise affected by the failure
of any Holder or the Trustee to assert any claim or demand or to enforce any
remedy under this Indenture, the Notes or any other agreement, by any waiver or
modification of any thereof, by any default, failure or delay, willful or
otherwise, in the performance of the obligations of the Company hereunder or
under the Notes, or by any other act or thing or omission or delay to do any
other act or thing which may or might in any manner or to any extent vary the
risk of such Guarantor or would otherwise operate as a discharge of such
Guarantor as a matter of law or equity.

      (d) Each Guarantor further agrees that the Subsidiary Guarantee to which
it is an obligor shall continue to be effective or be reinstated, as the case
may be, if at any time payment, or any part thereof, of principal of, premium,
if any, on or interest (or Additional Amounts, if any) on any obligation of the
Company is rescinded or must otherwise be restored by any Holder or the Trustee
upon the bankruptcy or reorganization of the Company or otherwise.


                                     E-139
<PAGE>
      (e) In furtherance of the foregoing and not in limitation of any other
right which any Holder or the Trustee has at law or in equity against any
Guarantor by virtue hereof, upon the failure of the Company to pay the principal
of, premium, if any, on or interest (or Additional Amounts, if any) on any of
its obligations hereunder or under the Notes when and as the same shall become
due, whether at maturity, by acceleration, by redemption or otherwise, or to
perform or comply with any other obligation, each Guarantor hereby promises to
and will, upon receipt of written demand by the Trustee, forthwith pay, or cause
to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of
(i) the unpaid amount of such obligations hereunder or under the Notes, (ii)
accrued and unpaid interest on such obligations (but only to the extent not
prohibited by law) and (iii) all other monetary obligations of the Company to
the Holders and the Trustee.

      (f) Until such time as the Notes and the other obligations of the Company
guaranteed hereby have been satisfied in full, each Guarantor hereby irrevocably
waives any claim or other rights that it may now or hereafter acquire against
the Company or any other Guarantor that arise from the existence, payment,
performance or enforcement of such Guarantor's obligations under its Subsidiary
Guarantee, as applicable, including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution or indemnification and any
right to participate in any claim or remedy of the Holders or the Trustee
against the Company or any other Guarantor or any security, whether or not such
claim, remedy or right arises in equity or under contract, statute or common
law, including, without limitation, the right to take or receive from the
Company or any other Guarantor, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account of
such claim, remedy or right. If any amount shall be paid to such Guarantor in
violation of the preceding sentence at any time prior to the later of the
payments in full of the Notes and all other amounts payable under this
Indenture, and each Subsidiary Guarantee upon the Stated Maturity of the Notes,
such amount shall be held in trust for the benefit of the Holders and the
Trustee and shall forthwith be paid to the Trustee to be credited and applied to
the Notes and all other amounts payable under each Subsidiary Guarantee, whether
matured or unmatured, in accordance with the terms of this Indenture, or to be
held as security for any obligations or other amounts payable under any
Subsidiary Guarantee thereafter arising.

      (g) Each Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and that
the waiver set forth in this Section 10.01 is knowingly made in contemplation of
such benefits. Each Guarantor further agrees that, as between it, on the one
hand, and the Holders and the Trustee, on the other hand, (x) subject to this
Article 10, the maturity of the obligations of the Company guaranteed hereby may
be accelerated as provided in Article 6 for the purposes of its Subsidiary
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (y) in
the event of any acceleration of such obligations of the Company guaranteed
hereby as provided in Article 6, such obligations (whether or not due and
payable) shall further then become due and payable by the Guarantor for the
purposes of each Subsidiary Guarantee.

      (h) A Guarantor that makes a distribution or payment under a Subsidiary
Guarantee shall be entitled to contribution from each other Guarantor in a pro
rata amount based on the Adjusted Net Assets of each such other Guarantor for
all payments, damages and expenses incurred by


                                     E-140
<PAGE>
that Guarantor in discharging the Company's obligations with respect to the
Notes and this Indenture or any other Guarantor with respect to its Subsidiary
Guarantee, so long as the exercise of such right does not impair the rights of
the Holders of the Notes under the Subsidiary Guarantees.

      (i) Each Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys' fees) incurred by the Trustee or any Holder in
enforcing any rights under this Section 10.01.

SECTION 10.02     Limitation on Liability.

      The obligations of each Guarantor will be limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such
Guarantor and after giving effect to any collections from or payments made by or
on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Subsidiary Guarantee, or pursuant to its contribution
obligations under this Indenture, result in the obligations of such Guarantor
under its Subsidiary Guarantee, not constituting a fraudulent conveyance or
fraudulent transfer under Federal or State law or otherwise not being void,
voidable or unenforceable under any bankruptcy, reorganization, receivership,
insolvency, liquidation or other similar legislation or legal principles under
any applicable foreign law. Each Guarantor that makes a payment or distribution
under its Guarantee shall be entitled to a contribution from each other
Guarantor in a pro rata amount based on the Adjusted Net Assets of each
Guarantor.

SECTION 10.03     Limitation on Guarantor Liability.

      Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that are
relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this
Article 10, result in the obligations of such Guarantor under its Subsidiary
Guarantee not constituting a fraudulent transfer or conveyance.

SECTION 10.04     Execution and Delivery of Subsidiary Guarantee.

      To evidence its Subsidiary Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form included in Exhibit B shall be endorsed by an Officer
of such Guarantor on each Note authenticated and delivered by the Trustee and
that this Indenture shall be executed on behalf of such Guarantor by its
President or one of its Vice Presidents.


                                     E-141
<PAGE>
      Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in
Section 10.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Subsidiary Guarantee.

      If an Officer whose signature is on this Indenture or on the Subsidiary
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall
be valid nevertheless.

      The delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth
in this Indenture on behalf of the Guarantors.

      In the event that the Company creates or acquires any new Subsidiaries
subsequent to the date of this Indenture, if required by Section 4.18 hereof,
the Company shall cause such Subsidiaries to execute supplemental indentures to
this Indenture and Subsidiary Guarantees in accordance with Section 4.18 hereof
and this Article 10, to the extent applicable.

SECTION 10.05     No Waiver.

      Neither a failure nor a delay on the part of the Trustee or the Holders in
exercising any right, power or privilege under this Article 10 shall operate as
a waiver thereof, nor shall a single or partial exercise thereof preclude any
other or further exercise of any right, power or privilege. The rights, remedies
and benefits of the Trustee and the Holders herein expressly specified are
cumulative and not exclusive of any other rights, remedies or benefits which
either may have under this Article 10 at law, in equity, by statute or
otherwise.

SECTION 10.06     Modification.

      No modification, amendment or waiver of any provision of this Article 10,
nor the consent to any departure by any Guarantor therefrom, shall in any event
be effective unless the same shall be in writing and signed by the Trustee, and
then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given. No notice to or demand on any Guarantor in any
case shall entitle such Guarantor to any other or further notice or demand in
the same, similar or other circumstances.

SECTION 10.07     Guarantors May Consolidate, etc., on Certain Terms.

      Except as otherwise provided in Section 10.08 hereof, no Guarantor may
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person whether or not affiliated with such Guarantor
unless:

      (a) subject to Section 10.08 hereof, the Person formed by or surviving any
such consolidation or merger (if other than a Guarantor or the Company)
unconditionally assumes all the obligations of such Guarantor, pursuant to a
supplemental indenture in form and substance reasonably satisfactory to the
Trustee, under the Notes, the Indenture and the Subsidiary Guarantee on the
terms set forth herein or therein; and


                                     E-142
<PAGE>
      (b) immediately after giving effect to such transaction, no Default or
Event of Default exists.

      In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
Subsidiary Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Guarantor, such successor Person shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor Person thereupon may cause to be signed
any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Subsidiary Guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof.

      Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (a) and (b) above, nothing contained in this Indenture or in any of the
Notes shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

SECTION 10.08     Releases Following Sale of Assets.

      In the event of a sale or other disposition of all of the assets of any
Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all the capital stock of any Guarantor, in each case to a Person
that is not the Company (either before or after giving effect to such
transactions) or a Restricted Subsidiary of the Company, then such Guarantor (in
the event of a sale or other disposition, by way of merger, consolidation or
otherwise, of all of the capital stock of such Guarantor) or the corporation
acquiring the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) will be released and relieved
of any obligations under its Subsidiary Guarantee; provided that the net
proceeds of such sale or other disposition are applied in accordance with the
applicable provisions of this Indenture, including without limitation Section
4.10 hereof. Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Company in accordance with the provisions of this
Indenture, including without limitation Section 4.10 hereof, the Trustee shall
execute any documents reasonably required in order to evidence the release of
any Guarantor from its obligations under its Subsidiary Guarantee.

      Any Guarantor not released from its obligations under its Subsidiary
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Article 10.


                                     E-143
<PAGE>
                                   ARTICLE 11

                           SATISFACTION AND DISCHARGE

SECTION 11.01     Satisfaction and Discharge.

      This Indenture will be discharged and will cease to be of further effect
as to all Notes issued hereunder, when:

      (1)   either:

            (a)   all Notes that have been authenticated (except lost, stolen or
                  destroyed Notes that have been replaced or paid and Notes for
                  whose payment money has theretofore been deposited in trust
                  and thereafter repaid to the Company) have been delivered to
                  the Trustee for cancellation; or

            (b)   all Notes that have not been delivered to the Trustee for
                  cancellation have become due and payable by reason of the
                  making of a notice of redemption or otherwise or will
                  become due and payable within one year and the Company or
                  any Guarantor has irrevocably deposited or caused to be
                  deposited with the Trustee as trust funds in trust solely
                  for the benefit of the Holders, cash in U.S. dollars,
                  non-callable Government Securities, or a combination
                  thereof, in such amounts as will be sufficient without
                  consideration of any reinvestment of interest, to pay and
                  discharge the entire indebtedness on the Notes not
                  delivered to the Trustee for cancellation for principal,
                  premium and Additional Interest, if any, and accrued
                  interest to the date of maturity or redemption;

      (2)   no Default or Event of Default shall have occurred and be continuing
            on the date of such deposit or shall occur as a result of such
            deposit and such deposit will not result in a breach or violation
            of, or constitute a default under, any other instrument to which the
            Company or any Guarantor is a party or by which the Company or any
            Guarantor is bound;

      (3)   the Company or any Guarantor has paid or caused to be paid all
            sums payable by it under this Indenture; and

      (4)   the Company has delivered irrevocable instructions to the Trustee
            under this Indenture to apply the deposited money toward the payment
            of the Notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

      Notwithstanding the satisfaction and discharge of this Indenture, if money
shall have been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the provisions of Section 11.02 and Section 8.06 shall
survive.


                                     E-144
<PAGE>
SECTION 11.02     Application of Trust Money.

      Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 11.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

      If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 11.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
and any Guarantor's obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
11.01; provided that if the Company has made any payment of principal of,
premium, if any, or interest on any Notes because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.

                                   ARTICLE 12

                                  MISCELLANEOUS

SECTION 12.01     Trust Indenture Act Controls.

      If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA Section 318(c), the imposed duties shall control.

SECTION 12.02     Notices.

      Any notice or communication by the Company, any Guarantor or the Trustee
to the others is duly given if in English and in writing and delivered in Person
or mailed by first class mail (registered or certified, return receipt
requested), telex, telecopier or overnight air courier guaranteeing next day
delivery, to the others' address:
      If to the Company and/or any Guarantor:

      Maxcom Telecomunicaciones, S.A. de C.V.
      Guillermo Gonzalez Camarena #2000
      Col. Centro De Ciudad Santa Fe
      01210 Mexico D.F.
      Telecopier No.:  +(525) 147-8645
      Attention:  Legal Department

      With a copy to:
      Proskauer Rose, LLP
      1585 Broadway


                                     E-145
<PAGE>
      New York, New York  10036
      Telecopier No.:  (212) 969-2900
      Attention: Carlos E. Martinez, Esq.

      If to the Trustee:
      The Bank of New York
      101 Barclay Street, Floor 21W
      New York, New York  10286
      Telecopier No.:  (212) 235-2530
      Attention:  Corporate Trust Administration - Global Finance Unit

      The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

      All notices and communications (other than those sent to Holders) shall be
given in English and shall be deemed to have been duly given when actually
received.

      Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

      If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

      If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

SECTION 12.03     Communication by Holders of Notes with Other Holders of
Notes.

      Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA Section
312(c).

SECTION 12.04     Certificate and Opinion as to Conditions Precedent.

      Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

      (a) an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 12.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and


                                     E-146
<PAGE>
      (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 12.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

SECTION 12.05     Form of Documents Delivered to a Trustee.

      In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

      Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

SECTION 12.06     Statements Required in Certificate or Opinion.

      Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

      (a)   a statement that the Person making such certificate or opinion
has read such covenant or condition;

      (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

      (c) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and

      (d) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied.


                                     E-147
<PAGE>
SECTION 12.07     Rules by Trustee and Agents.

      The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 12.08     No Personal Liability of Directors, Officers, Employees and
                  Stockholders.

      No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or such Guarantor under the Notes, the
Subsidiary Guarantees or this Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.

SECTION 12.09     Governing Law, Submission to Jurisdiction and Waiver of
                  Jury Trial.

      This Indenture and all of the rights and obligations of the parties hereto
shall be governed by and construed in accordance with the laws of the State of
New York without giving effect to the conflict of law provisions thereof, and if
any dispute or controversy related to or arising out of this Indenture is
brought before a Mexican court, the parties hereto agree that this Indenture
shall be governed by and construed in accordance with the laws of the State of
New York without giving effect to the conflict of law provisions thereof.

      Any action or proceeding relating in any way to this Indenture may be
brought and enforced in the federal courts of the United States for the Southern
District of New York, and each of the parties hereto irrevocably submits to the
nonexclusive jurisdiction of each such court in respect of any such action or
proceeding and the Company and the Guarantor hereby expressly waive any
jurisdiction rights they may be entitled to by reason of their present or future
domicile or otherwise; provided, that if for whatever reason the federal courts
of the United States for the Southern District of New York will not or cannot
hear such action or proceeding, it may be brought and enforced in the courts of
the State of New York in The City of New York, Borough of Manhattan. Each of the
Company and each of the Guarantor irrevocably appoints CT Corporation System,
with offices at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its
agent to receive service of process or other legal summons for purposes of any
such action or proceeding. So long as the Company or the Guarantor has any
obligation under this Indenture, it will maintain a duly appointed agent in The
City of New York, Borough of Manhattan for the service of such process or
summons, and if it fails to maintain such an agent, any such process or summons
may be served by mailing a copy thereof by registered mail, or a form of mail
substantially equivalent thereto, addressed to it at its address as provided for
notices hereunder.

      Each of the Company and the Guarantor irrevocably waives, to the fullest
extent permitted by applicable law, all immunity (whether on the basis of
sovereignty or otherwise) from jurisdiction, attachment (both before and after
judgment) and execution to which it might otherwise be entitled in any action or
proceeding relating in any way to this Indenture in the courts of Mexico or the
United States, of the State of New York or of any other country or


                                     E-148
<PAGE>
jurisdiction, and the Company and the Guarantor shall not raise a claim or cause
to be pleaded any such immunity at or in respect of any such action or
proceeding.

      Each of the parties irrevocable waives, to the fullest extent permitted by
applicable law, any objection that it may now or hereafter have to the laying of
venue of any such action or proceeding in the United States District Court for
the Southern District of New York, or the Supreme Court of the State of New
York, County of New York and any claim that any such action or proceeding
brought in any such court has been brought in an inconvenient forum.

      EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 12.10     No Adverse Interpretation of Other Agreements.

      This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

SECTION 12.11     Successors.

      All agreements of the Company in this Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its
successors. All agreements of each Guarantor in this Indenture shall bind its
successors, except as otherwise provided in Section 10.08.

SECTION 12.12     Severability.

      In case any provision in this Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

SECTION 12.13     Counterpart Originals.

      The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

SECTION 12.14     Table of Contents, Headings, etc.

      The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

                        [Signatures on following page]


                                     E-149
<PAGE>
                                   SIGNATURES

Dated as of  April      , 2002

                                MAXCOM TELECOMUNICACIONES, S.A. DE C.V.


                                By: ________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:

                                CORPORATIVO EN TELECOMUNICACIONES, S.A. DE
                                C.V.


                                By: ________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:

                                MAXCOM SERVICIOS ADMINISTRATIVOS, S.A. DE C.V.


                                By: ________________________________
                                    Name:
                                    Title:

Attest:

__________________________
Name:
Title:


                                     E-150
<PAGE>
                                THE BANK OF NEW YORK


                                By: ________________________________
                                    Name:
                                    Title:


                                     E-151
<PAGE>
                                                                       EXHIBIT A


                                 [Face of Note]
================================================================================
[Insert the Global Note Legend or Original Issue Discount Legend, if applicable
pursuant to the provisions of the Indenture]

                                                                        CUSIP___


                              Senior Notes due 2007

No.__                                                                 U.S.$___

                   MAXCOM TELECOMUNICACIONES, S.A. DE C.V.


promises to pay to _____________________________________________________________

or registered assigns,__________________________________________________________

the principal sum of ___________________________________________________________

Dollars on March 1, 2007.

Interest Payment Dates:  September 1, 2006 and March 1, 2007

Record Dates:  August 15, 2006 and February 15, 2007

Execution Place: New York, New York


                                     E-152
<PAGE>
Dated as of                , 2002

                                MAXCOM TELECOMUNICACIONES, S.A. DE C.V.


                                By: ________________________________
                                    Name:
                                    Title:

This is one of the Notes referred to in the within-mentioned Indenture:

THE BANK OF NEW YORK,
  as Trustee


By: __________________________
      Authorized Signatory


                                     E-153
<PAGE>

                                 [Back of Note]
                              Senior Notes due 2007


         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         1. INTEREST. Maxcom Telecomunicaciones, S.A. de C.V., a sociedad
anonima de capital variable organized under the laws of Mexico (the "Company"),
promises to pay interest on the principal amount of this Note as follows: (a) if
this Note has not been accelerated as a result of an Event of Default, no
interest shall accrue or be payable for the period commencing on the Issue Date
and continuing until February 28, 2006; (b) if no Event of Default has occurred
and is continuing, interest shall accrue at the rate of 10% per annum for the
period commencing on March 1, 2006 and continuing until maturity of this Note,
and the Company will pay such interest and Additional Amounts, if any,
semi-annually in arrears on September 1, 2006 and March 1, 2007 to the
registered Holder on the Record Date, or if any such Interest Payment Date is
not a Business Day, on the next succeeding Business Day; (c) if an Event of
Default has occurred and is continuing on or prior to February 28, 2006 and the
then outstanding principal amount of this Note becomes due and payable pursuant
to Section 6.02 of the Indenture as a result of such Event of Default, interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
will accrue at a defaulted interest rate of 3% per annum on principal and
premium, if any, from the date of occurrence of the Event of Default until this
Note, together with all interest, defaulted interest and Additional Amounts, if
any, is paid in full; and (d) on or after March 1, 2006, the Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal, including any principal due and payable
pursuant to Section 6.02 of the Indenture as a result of an Event of Default,
and premium, if any, from time to time on demand at an interest rate of 11% per
annum, and the Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on installments of interest (without
regard to any applicable grace periods) from time to time on demand at the same
rate to the extent lawful. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

         2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) and Additional Amounts, if any, to the Persons who
are registered Holders of Notes at the close of business on the 15th day of the
month next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date (whether or
not a Business Day), except as provided in Section 2.12 of the Indenture with
respect to defaulted interest. The Notes will be payable as to principal,
premium, if any, and interest and Additional Amounts at the office or agency of
the Company maintained for such purpose within the City and State of New York,
or, at the option of the Company, payment of interest may be made by check
mailed from such office or agency to the Holders at their addresses set forth in
the register of Holders, and provided that payment by wire transfer of
immediately available funds will be required with respect to principal of and
interest, premium on, the Global Note and all other Notes the Holders of which
shall have provided wire transfer instructions to the Company or the Paying
Agent. Such payment shall be in such coin or

                                     E-154




<PAGE>


currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

         3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to any Holder. The
Company or any of its Subsidiaries may act in any such capacity.

         4. INDENTURE. The Company issued the Notes under an Indenture dated as
of ___________, 2002 ("Indenture") between the Company, Corporativo en
Telecomunicaciones, S.A. de C.V., Maxcom Servicios Administrativos, S.A. de
C.V., and the Trustee. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Indenture, the provisions of
the indenture shall govern and be controlling. The Notes are obligations of the
Company limited to U.S.$175.0 million in aggregate principal amount, except as
provided in Section 2.07 of the Indenture.

         5. OPTIONAL REDEMPTION.

            (a) The Company may at its option on one or more occasions redeem
Notes in whole or in part at a redemption price (expressed as a percentage of
principal amount) of 101.00%, plus accrued and unpaid interest to the redemption
date

            (b) Without the consent of any Holder, outstanding Notes may be
redeemed at the Company's option at any time in whole, but not in part, upon its
giving irrevocable prior written notice pursuant to Section 3.03 of the
Indenture, if, as a result of any amendment to, or change in, the laws (or any
related regulation or rulings) of Mexico or any related political subdivision or
taxing authority affecting taxation or any amendment to or change in an official
interpretation, administration or application of such laws, regulations or
rulings (including a holding by a court of competent jurisdiction), which
amendment or change of such laws, regulations or rulings becomes effective on or
after the date on which the Notes are originally issued, the Company would or
would become obligated, after taking reasonable measures available to the
Company to avoid such requirement, to pay Excessive Additional Amounts, at a
cash price equal to the sum of:

                (i) 100% of the principal amount of the Note on the date of
        redemption;

                (ii) the related accrued and unpaid interest, if any, to the
        date of redemption; and

                (iii) any Additional Amounts which would otherwise be payable.

         Notwithstanding the above no such notice of redemption may be given
earlier than 60 days prior to the earliest date on which, but for such
redemption, the Company would be obligated to pay Excessive Additional Amounts
were any payment on the Notes then due.

                                     E-155


<PAGE>


         Prior to publication of any notice of redemption pursuant to this
Section, the Company will deliver to the Trustee (1) an Officer's Certificate
stating that the Company is entitled to effect such redemption and setting forth
a statement of facts showing that the conditions precedent to its right to so
redeem the Notes have occurred and (2) a written opinion of independent counsel
in Mexico reasonably acceptable to the Trustee to the effect that the Company
has or will become obligated to pay such Excessive Additional Amounts as a
result of such change or amendment. Once the Company delivers such notice to the
Trustee, it will be irrevocable.

         6. MANDATORY REDEMPTION.

         Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

         7. REPURCHASE AT OPTION OF HOLDER.

            (a) If there is a Change of Control, the Company shall be required
to make an offer (a "Change of Control Offer") to repurchase all or any part
(equal to U.S.$1.00 or an integral multiple thereof) of each Holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest, to the date of purchase (the "Change of Control
Payment"). Within 30 days following any Change of Control, the Company shall
mail a notice to each Holder setting forth the procedures governing the Change
of Control Offer as required by the Indenture. Holders of Notes that are the
subject of an offer to purchase will receive a Change of Control Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.

            (b) If the Company or a Subsidiary consummates any Asset Disposition
and the aggregate amount of Net Available Cash exceeds U.S.$5.0 million, the
Company may commence an offer to all Holders of Notes (as "Asset Sale Offer")
pursuant to Section 3.09 of the Indenture to purchase the maximum principal
amount of Notes that may be purchased out of the Net Available Cash at an offer
price in cash in an amount equal to 100% of the principal amount thereof plus
accrued and unpaid interest and Additional Interest thereon, if any, to the date
fixed for the closing of such offer, in accordance with the procedures set forth
in the Indenture. To the extent that the aggregate amount of Notes tendered
pursuant to an Asset Sale Offer is less than the Net Available Cash, the Company
(or such Subsidiary) may use such deficiency for purposes not prohibited by the
Indenture. If the aggregate principal amount of Notes surrendered by Holders
thereof exceeds the amount of Net Available Cash, the Trustee shall select the
Notes to be purchased on a pro rata basis. Holders of Notes that are the subject
of an offer to purchase will receive an Asset Sale Offer from the Company prior
to any related purchase date and may elect to have such Notes purchased by
completing the form entitled "Option of Holder to Elect Purchase" on the reverse
of the Notes.

         8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than U.S.$1.00 may be redeemed in part but only in whole multiples of
U.S.$1.00, unless all of the Notes held by a

                                     E-156


<PAGE>


Holder are to be redeemed. On and after the redemption date interest ceases to
accrue on Notes or portions thereof called for redemption.

         9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of U.S.$1.00 and integral multiples of
U.S.$1.00. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

         10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

         11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Subsidiary Guarantees or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes voting as a single class, and any existing
default or compliance with any provision of the Indenture, the Subsidiary
Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes voting as a single
class. Without the consent of any Holder of a Note, the Indenture, the
Subsidiary Guarantees or the Notes may be amended or supplemented to cure any
ambiguity, omission, defect or inconsistency, to provide for the assumption by a
successor corporation of the obligations of the Company under this Indenture, to
provide for uncertificated Notes in addition to or in place of certificated
Notes (provided that the uncertificated Notes are issued in registered form for
purposes of Section 163(f) of the Code, or in a manner such that the
uncertificated Notes are described in Section 163(f)(2)(B) of the Code), to add
guarantees with respect to the Notes to secure the Notes, to add to the
covenants of the Company for the benefit of the Holders of the Notes or to
surrender any right or power conferred upon the Company, to make any change that
does not adversely affect the rights of any Holder of the Notes, or to comply
with any requirement of the SEC in connection with the qualification of this
Indenture under the Trust Indenture Act.

         12. DEFAULTS AND REMEDIES. Events of Default include in summary form:
(i) default for 30 days in the payment when due of interest, Additional Amounts
on the Notes; (ii) default in payment when due of principal of or premium, if
any, on the Notes including upon redemption offers to purchase or otherwise;
(iii) the Company fails to comply with any of the provisions of Section 5.01 of
the Indenture; (iv) the Company fails to comply with the provisions of clause
(c) of Section 4.04 of the Indenture for a period of 30 or more days commencing
on the date of such default; (v) the Company fails to comply with any of the
provisions of Sections 4.15 (other than a failure to purchase Notes), 4.07,
4.08, 4.09, 4.10 (other than a failure to purchase Notes), 4.03, 4.11, 4.12,
4.13, 4.16, 4.17, or 4.18 of the Indenture for 30 days after notice to the
Company by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then

                                     E-157


<PAGE>


outstanding voting as a single class; (vi) the Company fails to observe or
perform any other covenant, representation, warranty or other agreement in the
Indenture or the Notes for 60 days after notice to the Company by the Trustee or
the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding voting as a single class; (vii) a default occurs under any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company or any
of its Significant Subsidiaries, whether such Indebtedness or guarantee now
exists, or is created after the date of this Indenture, which default results in
the acceleration of such Indebtedness prior to its express maturity and, in each
case, the principal amount of such Indebtedness is U.S.$5.0 million or more;
(viii) certain final judgments or decrees for the payment of money that remain
undischarged for 60 consecutive days provided that such undischarged judgments
or decrees exceed U.S.$5.0 million; (ix) certain events of bankruptcy or
insolvency with respect to the Company or any of its Significant Subsidiaries;
and (x) except as permitted by the Indenture, any Subsidiary Guarantee being
held in any final judicial proceeding to be unenforceable or invalid or ceasing
for any reason to be in full force and effect or any Guarantor, or any Person
acting on behalf of any Guarantor, denying or disaffirming its obligations under
such Guarantor's Subsidiary Guarantee. If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding Notes will become
due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Notes may direct the Trustee in its exercise of any trust or power. The Trustee
may withhold from Holders of the Notes notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Notes. The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

         13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         14. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator or stockholder of the Company or any Guarantor,
as such, shall have any liability for any obligations of the Company or such
Guarantor under the Notes, the Subsidiary Guarantees or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

                                     E-158


<PAGE>


         15. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

         16. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

         18. GOVERNING LAW AND SUBMISSION TO JURISDICTION. This Note and all of
the rights and obligations of the parties hereto shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to the conflict of law provisions thereof, and if any dispute or
controversy related to or arising out of this Note is brought before a Mexican
court, the parties hereto agree that this Note shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to the conflict of law provisions thereof.

         Any action or proceeding relating in any way to this Note may be
brought and enforced in the federal courts of the United States for the Southern
District of New York, and each of the parties hereto irrevocably submits to the
nonexclusive jurisdiction of each such court in respect of any such action or
proceeding and the Company and the Guarantor hereby expressly waive any
jurisdiction rights they may be entitled to by reason of their present or future
domicile or otherwise; provided, that if for whatever reason the federal courts
of the United States for the Southern District of New York will not or cannot
hear such action or proceeding, it may be brought and enforced in the courts of
the State of New York in The City of New York, Borough of Manhattan. Each of the
Company and each of the Guarantor irrevocably appoints CT Corporation System,
with offices at 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its
agent to receive service of process or other legal summons for purposes of any
such action or proceeding. So long as the Company or the Guarantor has any
obligation under this Note, it will maintain a duly appointed agent in The City
of New York, Borough of Manhattan for the service of such process or summons,
and if it fails to maintain such an agent, any such process or summons may be
served by mailing a copy thereof by registered mail, or a form of mail
substantially equivalent thereto, addressed to it at its address as provided for
notices in the Indenture.

         Each of the Company and the Guarantor irrevocably waives, to the
fullest extent permitted by applicable law, all immunity (whether on the basis
of sovereignty or otherwise) from jurisdiction, attachment (both before and
after judgment) and execution to which it might otherwise be entitled in any
action or proceeding relating in any way to this Note in the courts of Mexico or
the United States, of the State of New York or of any other country or
jurisdiction,

                                     E-159



<PAGE>


and the Company and the Guarantor shall not raise a claim or cause to be pleaded
any such immunity at or in respect of any such action or proceeding.

         Each of the parties irrevocable waives, to the fullest extent permitted
by applicable law, any objection that it may now or hereafter have to the laying
of venue of any such action or proceeding in the United States District Court
for the Southern District of New York, or the Supreme Court of the State of New
York, County of New York and any claim that any such action or proceeding
brought in any such court has been brought in an inconvenient forum.

         Each of the parties hereto irrevocably waives any right it may now or
hereafter have to a trial by jury in respect of this Note.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

Maxcom Telecomunicaciones, S.A. de C.V.
Guillermo Gonzalez Camarena #2000
Col. Centro De Ciudad Santa Fe
01210 Mexico D.F.
Attention:  Legal Department

                                     E-160



<PAGE>



                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
                                             ----------------------------------
                                             (Insert assignee's legal name)

-------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
              (Print or type assignee's name, address and ZIP code)

and irrevocably appoint _______________________________________ to transfer this
Note on the books of the Company. The agent may substitute another to act for
him.

Date:
       -----------------------

                                           Your Signature:
                                                          --------------------
                                           (Sign exactly as your name appears
                                           on the face of this Note)

Signature Guarantee*:
                       -------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                     E-161


<PAGE>



                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

                  Section 4.10               Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                              U.S.$
                                    ----------------

Date:
       ------------------
                                        Your Signature:
                                                        -----------------------
                                        (Sign exactly as your name appears
                                        on the face of this Note)

                                        Tax Identification No.:
                                                               ----------------


Signature Guarantee*:
                       -----------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                     E-162


<PAGE>



             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

         The following changes in the principal amount of this Global Note have
been made:

<TABLE>
<CAPTION>
                                                                           Principal Amount of
                                                                            this Global Note         Signature of
                            Amount of decrease     Amount of increase        following such       authorized officer
                           in Principal Amount     in Principal Amount        decrease (or        of Trustee or Note
  Date of Transaction      of this Global Note     of this Global Note          increase)              Custodian
  -------------------      -------------------     -------------------     -------------------    ------------------
<S>                        <C>                     <C>                     <C>                    <C>                   <C>




</TABLE>



* This schedule should be included only if the Note is issued in global form.

                                     E-163




<PAGE>




                                                                       EXHIBIT B


                         [FORM OF NOTATION OF GUARANTEE]

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of _________ ___, 2002 (the "Indenture")
among Maxcom Telecomunicaciones, S.A. de C.V., the Guarantors listed on Schedule
I thereto and The Bank of New York, as trustee (the "Trustee"), (a) the due and
punctual payment in full of the principal of, premium, if any, any interest, and
Additional Amounts, if any, on the Notes (including, without limitation, any
interest that accrues after, or would accrue but for, the commencement of a
proceeding of the type described in Sections 6.01(i) and (j) of the Indenture)
and any fees, expenses and other amounts owing under the Indenture, whether at
Stated Maturity, by acceleration, mandatory redemption, call for redemption,
upon an Asset Sale Offer, Change of Control Offer, purchase or otherwise, and
interest on the overdue principal and (to the extent permitted by law) interest,
if any, on the Notes and any other amounts due in respect of the Notes, and all
other Obligations of the Company and the Guarantors, including the Company's
Obligations to the Holders of the Notes under the Indenture and the Notes, and
the other Guarantors' Obligations under their Subsidiary Guarantees, whether now
or hereafter existing, will be promptly paid in full or performed, all strictly
in accordance with the terms of the Indenture and of the Notes and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration, mandatory redemption, call for redemption, upon
Change of Control Offer, Asset Sale Offer, purchase or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth
in Article 10 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee, on behalf of such Holder, to take such
action as may be necessary or appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such
Holder for such purpose; provided, however, that the Indebtedness evidenced by
this Subsidiary Guarantee shall cease to be so subordinated and subject in right
of payment upon any defeasance of this Note in accordance with the provisions of
the Indenture. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Indenture.

                                      CORPORATIVO EN TELECOMUNICACIONES, S.A.
                                      DE C.V.


                                      By:
                                          ---------------------------------
                                          Name:
                                          Title:

                                     E-164



<PAGE>



                                      MAXCOM SERVICIOS ADMINISTRATIVOS, S.A.
                                      DE C.V.


                                      By:
                                          ---------------------------------
                                          Name:
                                          Title:

                                     E-165


<PAGE>



                                   SCHEDULE I

                             SCHEDULE OF GUARANTORS

The following schedule lists each Guarantor under the Indenture as of the Issue
Date:

                 Corporativo en Telecomunicaciones, S.A. de C.V.

                 Maxcom Servicios Administrativos, S.A. de C.V.

                                     E-166



<PAGE>

                                                                       EXHIBIT C


                         [FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Maxcom Telecomunicaciones S.A. de C.V. (or its permitted
successor), a sociedad anonima de capital variable organized under the laws of
Mexico (the "Company"), the Company, the other Guarantors (as defined in the
Indenture referred to herein) and The Bank of New York, as trustee under the
indenture referred to below (the "Trustee").


                                   WITNESSETH

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of _________ ___, 2002
providing for the issuance of an aggregate principal amount of up to
U.S.$175,000,000 of Senior Notes due 2007 (the "Notes");

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

         2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as
follows:

            (a)Along with all Guarantors named in the Indenture, and together
with any future Restricted Subsidiary which in accordance with Section 4.18 of
the Indenture is required in the future to guarantee the Obligations of the
Company and the Guarantors under the Subsidiary Guarantees and the Indenture,
upon execution of a supplemental indenture, to jointly and severally Guarantee
to each Holder of a Note authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, the Notes or the obligations of the
Company hereunder or thereunder, that:

                                     E-167




<PAGE>



                (i) the principal of, premium, if any, any interest, and
        Additional Amounts, if any, on the Notes (including, without limitation,
        any interest that accrues after, or would accrue but for, the
        commencement of a proceeding of the type described in Sections 6.01(i)
        and (j) of the Indenture) and any fees, expenses and other amounts owing
        under the Indenture will be duly and punctually paid in full when due,
        whether at Stated Maturity, by acceleration, mandatory redemption, call
        for redemption, upon an Asset Sale Offer, Change of Control Offer,
        purchase or otherwise, and interest on the overdue principal and (to the
        extent permitted by law) interest, if any, on the Notes and any other
        amounts due in respect of the Notes, and all other Obligations of the
        Company and the Guarantors, including the Company's Obligations to the
        Holders of the Notes under the Indenture and the Notes, and the other
        Guarantor's Obligations under their Subsidiary Guarantees, whether now
        or hereafter existing, will be promptly paid in full or performed, all
        strictly in accordance with the terms of the Indenture and of the Notes;
        and

                (ii) in case of any extension of time of payment or renewal of
        any Notes or any of such other obligations, the same will be promptly
        paid in full when due or performed in accordance with the terms of the
        extension or renewal, whether at Stated Maturity, by acceleration,
        mandatory redemption, call for redemption, upon Change of Control Offer,
        Asset Sale Offer, purchase or otherwise. If payment is not made when due
        of any amount so guaranteed for whatever reason, Guaranteeing Subsidiary
        shall be jointly and severally obligated to pay the same individually
        whether or not such failure to pay has become an Event of Default which
        could cause acceleration pursuant to Section 6.02 of the Indenture.

            (b) To waive presentation to, demand of, payment from and protest to
the Company of any of the obligations under the Indenture or the Notes and also
waive notice of protest for nonpayment. The Guaranteeing Subsidiary hereby
waives notice of any default under the Notes or under the Indenture. The
obligations of the Guaranteeing Subsidiary hereunder shall not be affected by
(i) the failure of any Holder or the Trustee to assert any claim or demand or to
enforce any right or remedy against the Company or any other Person under the
Indenture, the Notes or any other agreement or otherwise; (ii) any extension or
renewal of any thereof; (iii) any rescission, waiver, amendment or modification
of any of the terms or provisions of the Indenture, the Notes or any other
agreement; (iv) the release of any security held by any Holder, or the Trustee
or the Collateral Agent for the obligations or any of them; (v) the failure of
any Holder, or the Trustee, to exercise any right or remedy against any other
guarantor of the obligations of the Company hereunder and under the Notes; or
(vi) any change in the ownership of any such Guarantor.

            (c) The obligations set forth herein shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the
obligations of the Company under the Indenture or under the Notes or otherwise.
Without limiting the generality of the foregoing, the obligations herein shall
not be

                                     E-168


<PAGE>


discharged or impaired or otherwise affected by the failure of any Holder
or the Trustee to assert any claim or demand or to enforce any remedy under the
Indenture, the Notes or any other agreement, by any waiver or modification of
any thereof, by any default, failure or delay, willful or otherwise, in the
performance of the obligations of the Company under the Indenture or under the
Notes, or by any other act or thing or omission or delay to do any other act or
thing which may or might in any manner or to any extent vary the risk of such
Guarantor or would otherwise operate as a discharge of such Guarantor as a
matter of law or equity.

            (d) That the Subsidiary Guarantee to which it is an obligor shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal of, premium, if any, on or interest
(or Additional Amounts, if any) on any obligation of the Company is rescinded or
must otherwise be restored by any Holder or the Trustee upon the bankruptcy or
reorganization of the Company or otherwise.

            (e) Upon the failure of the Company to pay the principal of,
premium, if any, on or interest (or Additional Amounts, if any) on any of its
obligations under the Indenture or under the Notes when and as the same shall
become due, whether at maturity, by acceleration, by redemption or otherwise, or
to perform or comply with any other obligation, upon receipt of written demand
by the Trustee, the Guaranteeing Subsidiary hereby agrees to pay, or cause to be
paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i)
the unpaid amount of such obligations under the Indenture or under the Notes,
(ii) accrued and unpaid interest on such obligations (but only to the extent not
prohibited by law) and (iii) all other monetary obligations of the Company to
the Holders and the Trustee.

            (f) Until such time as the Notes and the other obligations of the
Company guaranteed hereby have been satisfied in full, the Guaranteeing
Subsidiary irrevocably waives any claim or other rights that it may now or
hereafter acquire against the Company or any other Guarantor that arise from the
existence, payment, performance or enforcement of its obligations hereunder, as
applicable, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of the Holders or the Trustee against the
Company or any other Guarantor or any security, whether or not such claim,
remedy or right arises in equity or under contract, statute or common law,
including, without limitation, the right to take or receive from the Company or
any other Guarantor, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim,
remedy or right.

            (g) This Subsidiary Guarantee shall not be discharged except by
complete performance of the obligations contained in the Notes and the
Indenture, and the Guaranteeing Subsidiary accepts all obligations of a
Guarantor under the Indenture.

            (h) As between the Guarantors, on the one hand, and the Holders and
the Trustee, on the other hand, (x) subject to Article 10 of the Indenture, the
maturity of the obligations of the Company guaranteed hereby may be accelerated
as provided in Article 6 of the Indenture for the purposes of its Subsidiary
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (y) in
the event of any acceleration of such obligations of the Company as provided in
Article 6 of the Indenture,

                                     E-169


<PAGE>


such obligations (whether or not due and payable) shall further then become due
and payable by the Guarantor for the purposes of its Subsidiary Guarantee.

            (i) A Guarantor that makes a distribution or payment under a
Subsidiary Guarantee shall be entitled to contribution from each other Guarantor
in a pro rata amount based on the Adjusted Net Assets of each such other
Guarantor for all payments, damages and expenses incurred by that Guarantor in
discharging the Company's obligations with respect to the Notes and the
Indenture or any other Guarantor with respect to its Subsidiary Guarantee, so
long as the exercise of such right does not impair the rights of the Holders of
the Notes under the Subsidiary Guarantees.

            (j) The obligations of each Guarantor will be limited to the maximum
amount as will, after giving effect to all other contingent and fixed
liabilities of such Guarantor and after giving effect to any collections from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Subsidiary Guarantee, or pursuant
to its contribution obligations under the Indenture, result in the obligations
of such Guarantor under its Subsidiary Guarantee, not constituting a fraudulent
conveyance or fraudulent transfer under Federal or State law or otherwise not
being void, voidable or unenforceable under any bankruptcy, reorganization,
receivership, insolvency, liquidation or other similar legislation or legal
principles under any applicable foreign law. Each Guarantor that makes a payment
or distribution under its Guarantee shall be entitled to a contribution from
each other Guarantor in a pro rata amount based on the Adjusted Net Assets of
each Guarantor.

            (k) Pursuant to Section 10.03 of the Indenture, after giving effect
to any maximum amount and any other contingent and fixed liabilities that are
relevant under any applicable bankruptcy or fraudulent conveyance laws, and
after giving effect to any collections from, rights to receive contribution from
or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under Article 10 of the Indenture, this new
Subsidiary Guarantee shall be limited to the maximum amount permissible such
that the obligations of such Guarantor under this Subsidiary Guarantee will not
constitute a fraudulent transfer or conveyance.

         3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the
Subsidiary Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.

         4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

            (a) The Guaranteeing Subsidiary may not consolidate with or merge
with or into (whether or not such Guarantor is the surviving Person) another
corporation, Person or entity whether or not affiliated with such Guarantor
unless:

                (i) subject to Section 10.08 of the Indenture, the Person formed
        by or surviving any such consolidation or merger (if other than a
        Guarantor or the Company) unconditionally assumes all the obligations of
        such Guarantor, pursuant to a supplemental indenture in form and
        substance reasonably satisfactory to the Trustee, under the Notes, the
        Indenture and the Subsidiary Guarantee on the terms set forth herein or
        therein; and

                                     E-170


<PAGE>



                (ii) immediately after giving effect to such transaction, no
        Default or Event of Default exists.

            (b) In case of any such consolidation, merger, sale or conveyance
and upon the assumption by the successor corporation, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of the Indenture to be
performed by the Guarantor, such successor Person shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor Person thereupon may cause to be signed
any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes
issuable under the Indenture which theretofore shall not have been signed by the
Company and delivered to the Trustee. All the Subsidiary Guarantees so issued
shall in all respects have the same legal rank and benefit under the Indenture
as the Subsidiary Guarantees theretofore and thereafter issued in accordance
with the terms of the Indenture as though all of such Subsidiary Guarantees had
been issued at the date of the execution of the Indenture.

            (c) Except as set forth in Articles 4 and 5 of the Indenture, and
notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or
in any of the Notes shall prevent any consolidation or merger of a Guarantor
with or into the Company or another Guarantor, or shall prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor.

         5. RELEASES.

            (a) In the event of a sale or other disposition of all of the assets
of any Guarantor, by way of merger, consolidation or otherwise, or a sale or
other disposition of all to the capital stock of any Guarantor, in each case to
a Person that is not (either before or after giving effect to such transaction)
a Restricted Subsidiary of the Company, then such Guarantor (in the event of a
sale or other disposition, by way of merger, consolidation or otherwise, of all
of the capital stock of such Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all or substantially
all of the assets of such Guarantor) will be released and relieved of any
obligations under its Subsidiary Guarantee; provided that the net proceeds of
such sale or other disposition are applied in accordance with the applicable
provisions of the Indenture, including without limitation Section 4.10 of the
Indenture. Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Company in accordance with the provisions of the
Indenture, including without limitation Section 4.10 of the Indenture, the
Trustee shall execute any documents reasonably required in order to evidence the
release of any Guarantor from its obligations under its Subsidiary Guarantee.

                                     E-171


<PAGE>



            (b) Any Guarantor not released from its obligations under its
Subsidiary Guarantee shall remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of any Guarantor under the
Indenture as provided in Article 11 of the Indenture.

         6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary,
as such, shall have any liability for any obligations of the Company or any
Guarantor under the Notes, any Subsidiary Guarantees, the Indenture or this
Supplemental Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of the Notes by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes. Such waiver may not be effective to
waive liabilities under the federal securities laws and it is the view of the
SEC that such a waiver is against public policy.

         7. GOVERNING LAW AND SUBMISSION TO JURISDICTION. This Supplemental
Indenture and all of the rights and obligations of the parties hereto shall be
governed by and construed in accordance with the laws of the State of New York
without giving effect to the conflict of law provisions thereof, and if any
dispute or controversy related to or arising out of this Supplemental Indenture
is brought before a Mexican court, the parties hereto agree that this
Supplemental Indenture shall be governed by and construed in accordance with the
laws of the State of New York without giving effect to the conflict of law
provisions thereof.

         Any action or proceeding relating in any way to this Supplemental
Indenture may be brought and enforced in the federal courts of the United States
for the Southern District of New York, and each of the parties hereto
irrevocably submits to the nonexclusive jurisdiction of each such court in
respect of any such action or proceeding and the Company and the Guarantor
hereby expressly waive any jurisdiction rights they may be entitled to by reason
of their present or future domicile or otherwise; provided, that if for whatever
reason the federal courts of the United States for the Southern District of New
York will not or cannot hear such action or proceeding, it may be brought and
enforced in the courts of the State of New York in The City of New York, Borough
of Manhattan. Each of the Company and each of the Guarantors irrevocably
appoints CT Corporation System, with offices at 111 Eighth Avenue, 13th Floor,
New York, New York 10011, as its agent to receive service of process or other
legal summons for purposes of any such action or proceeding. So long as the
Company or the Guarantors has any obligation under this Supplemental Indenture,
it will maintain a duly appointed agent in The City of New York, Borough of
Manhattan for the service of such process or summons, and if it fails to
maintain such an agent, any such process or summons may be served by mailing a
copy thereof by registered mail, or a form of mail substantially equivalent
thereto, addressed to it at its address as provided for notices hereunder.

         Each of the Company and the Guarantors irrevocably waives, to the
fullest extent permitted by applicable law, all immunity (whether on the basis
of sovereignty or otherwise) from jurisdiction, attachment (both before and
after judgment) and execution to which it might otherwise be entitled in any
action or proceeding relating in any way to this Supplemental Indenture in the
courts of Mexico or the United States, of the State of New York or of any other
country or jurisdiction, and the Company and the Guarantors shall not raise a
claim or cause to be pleaded any such immunity at or in respect of any such
action or proceeding.

                                     E-172


<PAGE>


         Each of the parties irrevocable waives, to the fullest extent permitted
by applicable law, any objection that it may now or hereafter have to the laying
of venue of any such action or proceeding in the United States District Court
for the Southern District of New York, or the Supreme Court of the State of New
York, County of New York and any claim that any such action or proceeding
brought in any such court has been brought in an inconvenient forum.

         Each of the parties hereto irrevocably waives any right it may now or
hereafter have to a trial by jury in respect of this Supplemental Indenture.

         8. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         9. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

         10. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, and in the
Notes, except the Trustee's certificates of authentication, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company and the
Trustee or any Authenticating Agent assumes no responsibility for their
correctness. The Trustee or any Authenticating Agent shall not be accountable
for the use or application by the Company of the Notes or the proceeds thereof.

         11. IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.

Dated:
        ------------,---------


                                      Dated:
                                              ----------,-----
                                      [GUARANTEEING SUBSIDIARY]


                                      By:
                                          ---------------------------------
                                          Name:
                                          Title:

                                      MAXCOM TELECOMUNICACIONES, S.A. DE C.V.


                                      By:
                                          ---------------------------------
                                          Name:
                                          Title:


                                      [EXISTING GUARANTORS]

                                     E-173


<PAGE>


                                      By:
                                          ---------------------------------
                                          Name:
                                          Title:


                                      THE BANK OF NEW YORK
                                      as Trustee


                                      By:
                                          ---------------------------------
                                          Name:
                                          Title:

                                     E-174